Standard Terms of Engagement

This page sets out the basis on which we are to act, our respective responsibilities and our Standard Terms of Business.

1.Bookkeeping

1.1 We understand that you require us maintain your bookkeeping records. It was agreed that we should carry out the following services:

(a) add transaction to accounting system and return the documents to you.

(b) reconcile the balances monthly with the bank statements; You are responsible to send us all documents and bank statements until 15th following month.

(c) post and balance the purchase and sales ledgers;

(d) write up your accounting records insofar as they are incomplete when presented to us; and

(e) complete the postings to the nominal ledger Keeping the records of receipts and payments and all documents is not our responsibility.

1.2 We understand that you have agreed that your staff will:

(a) prepare details of the annual stocktaking, suitably priced and extended in a form which will enable us to verify the prices readily by reference to supplier invoices.

(b) prepare details of work-in-progress at the accounting date and make available to us the documents and other information from which the statement is compiled. (c) keeping the record of all documents including but not limited to invoices, receipts, clients contracts and etc in your office.

1.3 We would emphasise that we cannot undertake to discover any shortcomings in your systems or any irregularities on the part of your employees, although we will advise you of any such circumstances that we encounter in preparing your accounts.

Your responsibilities: Provision of information by you

1.4 To enable us to carry out our work you agree:

(a) to provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents; You are responsible to send us all documents and bank statements until 15th following month.

(b) that we can approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs;

(c) Send us all required information by 15th of next month. B&F Services reserve the right to decline any book keeping if the information will be received more than 2 month later.

1. Professional Obligations

1.1 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 pronouncements applicable to this engagement.

1.2 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.

2. Investment Services

2.1 We are not authorised by the Financial Services Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Services Authority.

3. Commissions or Other Benefits

3.1 Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts.

4. Fees

4.1 B&F Services operate a fixed fee policy for all clients. We hope that this offers our clients peace of mind and offers absolute clarity over the price you will be charged for the work we have outlined.

Our fixed fee is determined by (amongst a number of factors), the standard of books and records that you keep and levels of skill and responsibility involved. This price will have been set prior to this letter of engagement and is valid for 12 months.

If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly we would like to point out that it is in your interest to ensure that your records are completed to the agreed stage.

We reserve the right to increase our fees subject to prior written one month notice.

4.2 If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.

4.3 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.

4.4 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 14 days net. We reserve the right to add an interest charge at a rate of 8% above the base rate of Bank of England per month together with any solicitors and/or collection agents costs incurred on any bills remaining unpaid 15 days after presentation.

4.5 The Directors of the company jointly and severally guarantee personally that all fees will be paid within the payment terms.

5. Retention of and Access to Records

5.1 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. You should retain these records for at least seven years from the end of the accounting year to which they relate. We are not taking any responsibility whatsoever to keep your records in our office.

5.2 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.

5.3 We reserve the right to use subcontractors to prepare aspects of our work and you acknowledge that your books and records may not necessarily be stored or located at this office for the duration of the assignment.

6 Quality Control

6.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to a quality review process. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

7 Help Us to Give You the Right Service

7.1 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.

7.2 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.

8 Applicable Law

This engagement letter is governed by, and construed in accordance with English and Welsh law. The Courts of England and Wales 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 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.

9 Internet Communications

9.1 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.

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

10 Data Protection Act 1998

10.1 The Data Protection Act gives you rights in respect of information held about you ("Personal Data"). We will obtain, use, and process Personal Data about you in order that we may discharge the services agreed under this engagement letter. Your Personal Data will typically include your name, address, details of your financial affairs and other information about you relevant to providing you with the services. We may also use your Personal Data for related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. We may also use your Personal Data for marketing purposes so that we can keep you up-to-date about issues relevant to our services and to provide you with information about our services.

10.2 We may disclose your personal data to third parties so that we can provide the services to the high standards we consider appropriate. Such Third Parties may include banks, insurance companies, independent financial advisors, and any company to which we are under licence (including our franchisor.) We may disclose your personal data to those that need the information such as Government Agencies, subcontractors and outsourcers and those we choose to such as independent financial advisors. Such parties may contact you with a list of the third parties on request. In signing this engagement letter, you agree that we may transfer your Personal Data outside the European Economic Area. You should be aware that the countries to which we may pass your Personal Data may not have such stringent Protection for Personal Data nor have laws to protect your Personal Data. Details of the companies and countries involved will be provided on request.

10.3 You may have a right of access, under the Data Protection Act 1998, to copies of the Personal Data that we hold about you. A copy of our data protection policy is available on request and is held on our website. You should contact us if you have any queries about data protection or about the Personal Data we hold about you.

11 Contracts (Rights of Third Parties) Act 1999

11.1 Persons who are not party to this agreement shall have no rights 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.

11.2 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. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

12 Money Laundering

12.1 We have a duty under s. 330 of the Proceeds of Crime Act 2002 to report to the National Criminal Intelligence Service (NCIS) 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.

12.2 The offence of money laundering is defined by s. 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as:-

• Deliberate tax evasion

• Deliberate failure to inform the tax authorities of known underpayments or excessive repayments

• Fraudulent claiming of benefits or grants; or

• Obtaining a contract through bribery

12.3 We are obliged by law to report any instances of money laundering to NCIS without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under s. 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firms' principals nor staff may enter into any correspondence or discussions with you regarding such matters.

12.4 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 current guidelines.

13 Limitation of Liability

13.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.

13.2 You agree to hold harmless and indemnify us against any misrepresentation, whether 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.