Terms of Business.

The following terms of business apply to all engagements accepted by Armstrongs Accountancy Limited as specified in our engagement letter. All work is carried out under these terms except where changes are expressly agreed in writing.

1.0 Applicable law

1.1 This engagement letter shall be governed by and construed in accordance with, English law. The Courts of England snail have exclusive jurisdiction in relation to any claim, dispute, or difference concerning the engagement letter including the firm's terms of business and any matter arising from it. 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, of to claim that those Courts do not have jurisdiction.

1.2 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1989 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.

1.3 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.

1.4 We will not accept responsibility if you act on advice previously given by us. without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given

2.0 Client identification

2.1 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. If we are not able to obtain satisfactory evidence of your identity, we will not be able to Proceed with the engagement.

3.0 Quality of service & control

3.1 We are committed to provide you with a fully satisfactory service and your engagement partner will seek to ensure that this is so. Please feel free to contact M Shabbir from our offices if you have any concerns about quality of our services. We undertake to look into any complaint carefully and promptly and to do all wean to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.

3.2 As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.

3.3 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner, For more information about 'Your Charter' for your dealings with HMRC, visit www.gov.uk/government/publications/hmrc-charter. To the best of our abilities, we will ensure that HMRC meets their side of the Charter in their dealings with you.

4.0 Client money

4.1 We may, from time to time, 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.

4.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.

4.3 If the total sum of money held on your behalf is exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then we will put the money in a designated interest-bearing client bank account and Pay the interest to you. Subject to any tax legislation, interest will be paid gross.

4.4 We'll 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.

5.0 Investment advice (Including Insurance Mediation Services)

5.1 Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority. However, as we are licensed by ICAEW, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.

5.2 Such assistance may include the following:

• advising you on investments generally, but not recommending a particular investment or type of investment,
• referring you to a Permitted Third Party (PTP} (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations), The PTP 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.
• advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
• advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange:
  managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

5.3 If this engagement is in respect of a corporate client, or if you are a director and shareholder of a corporate client, 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 fights, 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.

5.4 The firm may receive commission from any introduction to a PTP in connection with the above. in which case you will be fully informed of the expected size and nature of 'such commission at the time of the introduction. Such commission will be held in our clients' account until we receive such instructions from you as to how it should be treated. In the event of no such instructions from you being received, we may use such monies against any fees that have been outstanding for 30 days or more and concerning which you are no dispute with us.

5.5 We may also request that you allow us to retain such commissions to cover costs in connection with the above, but permission will be sought separately from you in these circumstances. If you are dissatisfied in any way with our services described in this section, you should follow the procedures set out in the "Quality of Service' section above. in the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants' Compensation scheme for insert name of other relevant professional body's compensation scheme.

6.0 Fees

6.1 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 we provide, as well as the level of risk in respect of the services.

6.2 If we provide you with an estimate of our fees for any specific services, the estimate will not be contractually binding unless we explicitly state that will be the case.

6.3 If 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.

6.4 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 parts are liable to be paid by your insurers.

6.5 We will bill in accordance with the Billing Terms and our invoices will be due for 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 cut our work for you, will be added to our invoices where appropriate.

6.6 Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.

6.7 It is our normal practice to issue 'Applications for Payment' when dealing with continuous of recurring work. The payment terms for 'Applications for Payment' are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.

6.8 We reserve the right to charge interest on late paid invoices pursuant to the Late Payment of Commercial Debts (interest) Act1996. We reserve the right to suspend or terminate our Services if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so.

6.9 Our fees will exclude out of pocket expenses. Out of pocket expenses plus VAT (if applicable) will be billed as incurred for reimbursement by you.

6.10 If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 14 days of receipt, failing which, you will be deemed to have accepted that payment is due.

6.11 If a client company, trust or other entity is unable or unwilling to settle our fees. we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company of individual nominated to act for you.

6.12 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.

6.13 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 14 days net. Prompt payment discounts may only be taken if the payment is received by us within 14 days of the date of issue of any invoice. Interest will be charged on all overdue debts at the rate stated on the invoice, which is currently 2% per month.

6.14 We also reserve the right to suspend our services or to cease to act for you on giving you 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 30.

7.0 Retention of and access to records

7.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial 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,
• otherwise: 22 months after the end of the tax year,

Companies, Limited liability Partnerships, and other corporate entities:

• 6 years from the end of the accounting period:

7.2 Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

8.0 Electronic communication

8.1 Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.

8.2 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or 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 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 when electronic submission is mandatory.

8.3 Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent.

9.0 Data Protection Act 1998 and GDPR

9.1 This clause applies to personal data provided by or on behalf of you in connection with an agreement to provide business services or any engagement letter. Each party shall comply with the Data Protection Act 1998 (DPA) when Processing such personal data. In particular, you will ensure that any disclosure of personal data to us complies with the DPA.

9.2 We will use appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. We will not sub-contract any Processing of personal data unless that personal data continues to be subject to an appropriate level of protection. To the extent that we act as data processor for you, we will only process personal data in accordance with your instructions.

9.3 For information about our privacy policy and client privacy policy please refer to our website at www.armstrongs-accountancy.co.uk/client-privacy.html.

9.4 We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant Data Protection Authority. You and we will consult and cooperate with each other when responding to any such request, complaint of notice.

9.5 We will answer your reasonable enquiries to enable you to monitor compliance with this clause.

10.0 Confidentiality

10.1 Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

10.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

10.3 In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

10.4 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

10.5 We may on occasions, subcontract work on your affairs to other tax professionals. The subcontractors will be bound by our client confidentiality terms.

10.6 If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.

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

11.0 Professional rules and practice guidelines

11.1. We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW 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 in our offices. The requirements are also available on the internet at www.icaew.com/regulations. We confirm that we are Statutory Auditors eligible to conduct audits. When conducting audit work we are required to comply with the Ethical Standards for Auditors which can be accessed on the internet at https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/ethical-standard-for-auditors/.

12.0 Conflicts of interest

12.1. 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, unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.

12.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those Safeguards. In resolving the conflict, we would be guided by ICAEW's Code of Ethics, 1 which can be viewed at www.icaew.com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

13.0 Disengagement

13.1. 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 12 months or more we may issue to your last known address a disengagement letter and hence cease to act.

14.0 Limitation of third party rights

14.1. 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.

15.0 Reliance on advice

15.1 We will endeavour to record all advice on important matters in writing. Advice given verbally 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.

16.0 The Provision of Services Regulations 2009

16.1 We are registered to carry on audit work in the UK and Ireland by the ICAEW. Details of our audit registration can be viewed at www.auditregister.org.uk for the UK and for Ireland at www.cro.ie/en-ie/Auditor-Search under reference number C001073527.

16.2 Our professional indemnity primary insurer is Acapella Lloyd's syndicate and claims are administered via cavendish Munro professional risks Ltd International House, 1° St Katherine's Way London E1W 1UN'. 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.

17.0 Period of engagement and termination

17.1. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

17.2. Each of us may terminate our 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 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.

17.3 In the event of termination of our 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.

17.4. We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act: failure to pay our fees by the due dates: or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

18.0 intellectual property rights

18.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

18.2 You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public

19.0 Lien

19.1. Insofar as we are permitted to 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.

20.0 Interpretation

20.1 If any provision of our engagement letter or terms of business 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 engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

21.0 Internal disputes within a client

21.1. 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 ail parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office or normal place of business for the attention of the directors or proprietors. If conflicting advice, information or instructions are received from different directors or principals in the business we will refer the matter back to the board of directors or the partnership and take no further action until the board or partnership has agreed the action to be taken.

22.0 No Solicitation of personnel

22.1 You will not solicit, or endeavour to solicit, in any way the services of any staff member with whom you have had dealings in connection with any work performed on your behalf during the 12 months immediately prior to your approach.

22.2 Should you breach the terms of this undertaking and employ or engage a staff member (without our prior consent), we reserve the right to charge you a fee of 30% of the staff member's annual earnings including benefits payable by you or us (whichever is the higher), payable on or before the first day of their employment or engagement by you.

23.0 The portal

23.1 If you have agreed to use the Portal as part of services terms of this clause apply.

23.2 You will be sent a link via a nominated email to activate your Portal Area which will contain information to setup you own unique password.

23.3 It is your responsibility for ensuring that the Portal login name and the password are kept confidential and only accessed by the authorised user. We will not be liable for any expenses, claims or losses arising from the Client's failure to comply with this clause.

23.4 We are entitled to reply on all Portal Approvals, Portal uploads and all other portal communication received from you and its your responsibility to ensure the accuracy of such matters, information and approvals.

23.5 You shall only be permitted to use the Portal area in connection with the services provided by us.

23.6 You shall not be make any inappropriate Portal Uploads or send any inappropriate communication via portal.

23.7 You accept that once a Portal Upload has been made there is automatic deemed disclosure to us of the contents of the same.

23.8 We reserve the right to modify, terminate or suspend your access to the Portal Area at any time if we consider that there has been a breach of this clause.

23.9 If you have not received any outstanding portal messages or uploads within 24 hours of us agreeing to do so please notify the engagement partner.

23.10 We may update the portal from time to time and may change the contents at any time.

23.11. We do not guarantee that our portal, or any content on it, will always be available or be uninterrupted. Access to our portal is permitted on temporary basis. We may suspend, withdraw, discontinue, or change all or any part of our portal without notice. We not be liable to you for any reason the portal is unaccessible.

23.12 If you are experiencing any issues with accessing the date on the portal or any other difficulties you should contact the engagement partner and not reply on the portal for urgent matters.

23.13 You are also responsible for ensuring that all the authorised persons accessing our portal are aware of these terms and they comply with them.

23.14 If you suspect or know that anyone else other than you or the authorised persons know the portal login credentials, you must promptly notify the engagement partner.

23.15 As the security and safety of the data is our utmost priority, we do not guarantee our portal will be secure or free from bugs and viruses.

23.16 You are responsible for configuring your IT equipment to enable you to access our portal and also ensuring the safety and security of your own data.

23.17 You must not misuse or site by knowingly introducing viruses, trojans, worms, logic bombs or other malicious material which may harm our systems. You must not attempt to gain unauthorised access to our portal, servers, computers or any of our databases. You must not attack our portal via a dial of service attack or distributed denial of service attack. By breaching this provision, you would commit a criminal offence under Computer Misuse Act 1990. We will report any such breaches to the relevant law enforcement authorities and will co-operate with those authorities by provision of require information. In the event such a breach, your right to use our portal will be terminated immediately.

24.0 Limitation of liability

24.1 We will provide services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.

24.2 We will not be responsible or liable for any loss, damage, or expense incurred or sustained if the 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 to have carried out in the circumstances.

24.3 We will not be liable is such losses, penalties, 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 of false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

24.4 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.

24.5 We will not accept any responsibility or liability for losses arising from changes in the law or the interpretation thereof that occur after the date which the advice is given.

24.6 We will not accept any responsibility or liability if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in law or your circumstances.

24.7 You agree to indemnify (on full indemnity basis) us and our agents in respect of any claim (including any claim of 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. Once we have issued our report we have no further direct responsibility in relation to the accounts for the financial year.

24.8 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.

24.9 We are not responsible for the appropriateness of any commercial decision or strategic decision taken by you (including any decision to proceed or not to proceed with a particular decision).