John Crook & Partners  STANDARD  TERMS  OF  BUSINESS Last revised:  1 September 2010 The following standard terms of business apply to all engagements accepted by John Crook & Partners.  All work carried out is subject to these terms except where changes are expressly agreed in writing. 1. Professional obligations 1.1 Details of the firm’s professional registrations can be found at  www.johncrookandpartners.co.uk  1.2 We will observe and act in accordance with the bye-laws and regulations of The Institute of Chartered Accountants in England and Wales together with their ethical code referred to above.  We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue & Customs 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. Professional Indemnity insurance 1.3 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurers can be found at www.johncrookandpartners.co.uk 2. Investment services 2.1 Since we are not authorised by the Financial Services Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by The Institute of Chartered Accountants in England and Wales, 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. 2.2 Such advice may include: • advising you on investments generally, but not recommend a particular investment or type of investment; • referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FSA), assisting you and the PTP during the course of any advice given by that party and commenting on, or explaining, the advice received (but not making alternative recommendations).  The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;   • advising you in connection with the disposal of an investment, other than your rights in a pension policy or scheme; • advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange; • assisting you in making arrangements for transactions in investments in certain circumstances, and • 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. 2.3 In connection with corporate clients 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, valuations and methods of such valuations; • arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities; • arrange for the issue of new shares; and • act as addressee to receive confirmation of acceptance of offer documents etc. 2.4 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 in respect of exempt regulated activities undertaken. Financial promotions 2.5 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters.  For example, it may be in your interests to sell a particular investment and we would wish to inform you of this.  We may therefore contact you in such circumstances, but would only do so in our normal office hours of 9.00 to 17.30.  We shall of course comply with any restrictions you may wish to impose which you notify to us in writing. 3. Commissions or other benefits 3.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions we arrange for you, in which case you will be notified in writing of the amount and terms of payment.  You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts. 4. Client monies 4.1 We may, from time to time, hold money on your behalf.  Such money will be held in trust in a client bank account 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 & Wales. 4.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25.  Any such interest would be calculated using the prevailing rate applied by HSBC Bank Plc for small deposits subject to the minimum period of notice for withdrawals.  Subject to any tax legislation, interest will be paid gross. 4.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you.  All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross. 5. Fees 5.1 Our fees are computed on the basis of time spent on your affairs by the Partners and our staff, and on the levels of skill and responsibility involved.  Disburse-ments represent travel, accommodation and other expenses incurred in dealing with your affairs. 5.2 If it is necessary to carry out work outside the responsibilities outlined in this letter, we will advise you in advance.  Any additional work 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. 5.3 Invoices are payable in full when presented.  Our terms relating to payment of amounts invoiced (fees and disbursements) and not covered by standing orders, where appropriate, are strictly 30 days net. 5.4 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 terminate our engagement and cease acting if payment of any fees billed is unduly delayed. 5.5 Where applicable, as Director(s) you guarantee to pay personally any fees (including disbursements) for services provided to the Company that the Company is unable to pay.  This clause shall become effective in the event of a receiver or liquidator being appointed to the Company or the Company otherwise being wound up or struck off the Register at Companies House.  5.6 In the event that this firm ceases to act in relation to your Business's affairs you agree to meet all reasonable costs of providing information to the Business's new advisors.  In particular you agree to meet these costs even where we are required by Law to provide information to a successor firm. 6. Retention of and access to records 6.1 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.  You should return them for longer if HM Revenue & Customs enquire into your tax return. 6.2 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 consider to be of continuing significance.  If you require retention of any document you must notify us of that fact in writing. 7. Conflicts of interest and independence 7.1 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 8 below.  We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. 7.2 If a conflict of interest should arise, 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/membershandbook Section 3, subsection 220. 8. Confidentiality 8.1 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. 9. Quality control 9.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an internal quality review. 10. Help us to give you the right service 10.1 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 the Engagement Partner, or if you feel that this is not appropriate please contact Mr G. G. Prosser or, in his absence, Mr P. A. Bridges. 10.2 We undertake to look into any complaint carefully and promptly and do all we can 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. 10.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in these Standard Terms of Business and associated Engagement letters.  We therefore reserve the right to cancel the engagement between us with immediate effect in the event of: • your insolvency, bankruptcy or other arrangement being reached with creditors; • failure to pay our fees by the due dates; • either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so. 10.4 In addition this agreement may be terminated for any reason if 90 days’ notice is given.  11. Applicable Law 11.1 This engagement letter is 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 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. 11.2 If any provision in these Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired. 12. Internet communication 12.1 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 email 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 email is not an acceptable means of communication. 12.2 It is the responsibility of the recipient to carry out a virus check on any attach-ments received. 13. Data Protection Act 1998 13.1 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/your business/company/partnership/its officers and employees.  We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998. 14. Contracts (Rights of Third Parties) Act 1999 14.1 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 agree-ment.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 14.2 The advice that 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. 15. The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 15.1 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: Maintain identification procedures for clients and beneficial owners of clients; Maintain records of identification evidence and the work undertaken for the client; and Report, in accordance with the relevant legislation and regulations. 15.2 We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that another person is 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. 15.3 The offence of money laundering is defined by section 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. Clearly this list is by no means exhaustive. 15.4 We are obliged by Law to report any instances of money laundering to SOCA without your knowledge or consent.  In consequence, neither the firm’s Partners nor staff may enter into any correspondence or discussions with you regarding such matters. 15.5 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 Consultative Committee of Accountancy Bodies. 16. General Limitation of liability 16.1 We will provide services as outlined in these Standard Terms of Business and associated Engagement letters 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 other relevant authorities. 16.2 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. 16.3 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. 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