TERMS AND CONDITIONS FOR ACCOUNTING AND TAX COMPLIANCE SERVICES

TO BE PROVIDED BY PRO100 Limited

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DEFINITIONS ‍“Conditions” These terms and conditions
“Letter of Engagement” The covering letter including Schedule 1 attached to these Conditions

“Terms of Engagement” The terms and conditions which incorporate the Letter of Engagement and these Conditions

‍"Money Laundering Law" The Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 (MLR 2017) and any other relevant law, including any amendment, extension, application or re-enactment and including any subordinate legislation

‍“Services” The services to be provided by us to you as set out in the Letter of Engagement
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“We” PRO100 Limited (Company No. 06535757)

“You” The company to which we are providing the Services as defined in the Letter of Engagement

The Terms of Engagement

‍These Terms of Engagement shall apply in respect of the provisions of our Services and all work carried out by us will be governed by them. We reserve the right to vary these Terms of Engagement from time to time upon giving no less than one month’s written notice before any changes taking effect.

Introductions to third parties

‍These Terms of Engagement shall apply in respect of the provisions of our Services and all work carried out by us will be governed by them. We reserve the right to vary these Terms of Engagement from time to time upon giving no less than one month’s written notice before any changes taking effect.If during the provision of Services to you, you require advice which is outside of our remit or expertise, we may have to refer you to someone who is authorised and regulated to provide such advice. For example, if you require investment advice, we will refer you to someone who is authorised and regulated by the Financial Services Authority, as we are not authorised to give such advice.Any information or advice provided by our business partners, associates or affiliates (whether listed above or otherwise) will be entirely independent of PRO100 Limited and specific to your circumstances. We will not, nor would we seek to, influence the advice provided or the factual background upon which the advice is given without your prior consent. You are free to raise questions at any time in relation to any aspect of the transaction and are under no obligation to obtain advice from anyone listed below. PRO100 Limited provide introductions to certain third parties during the course of business.

Fees

1. Unless otherwise specifically provided for in the Letter of Engagement, our fees are calculated on the basis of the time spent on your affairs by the principals and staff and on the levels of skill or responsibility involved. Our fees will be billed weekly or monthly and will be payable immediately.
2. Unless otherwise specifically provided for in the Letter of Engagement, all fees and expenses will be subject to VAT which we will add to our invoices at the appropriate rate.
3. We ask clients to pay a proportion of their fee on a monthly basis, by standing order or Direct Debit (Gocardless). Payments will be applied to fees for work agreed in our Letter of Engagement for the current and ensuing years. We should be grateful if you would pay regularly.
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 are outstanding at our complete discretion. We will of course notify you should we terminate our engagement.
5. All sums payable to us under the Terms of Engagement shall become due and immediately payable upon termination, not withstanding any other provisions contained within these Terms of Engagement. This condition is without prejudice to any right to claim interest in accordance with clause (d) above.
6. Each of your directors and officers agree that in the event that our fees or other debts owing to us remain unpaid for a period of 90 days, each of your directors and officers will be jointly and severally personally responsible for amounts owed to us and will immediately on demand pay all outstanding amounts on a joint and several basis.
7. We may set off any liability that you may have to us against any liability that we may have to you.

Records

1. During our work we will collect information from you and others acting on your behalf. You are in possession of original documents and you should retain them for a period of 6 years from the 31 January following the end of the tax year to which they relate. This period can be extended if the H M Revenue & Customs enquire into your tax return and you should seek specific advice from us in this regard.
2. You must make available to us, at such times as we may request, all records and documents that we may need to enable us to provide the Services to you. It is your responsibility to ensure that such information is accurate and complete and not misleading or fraudulent.
3. Unless you provide us with written instructions to the contrary, we will destroy correspondence and other papers relating to you, your business and your accounts, we will however keep an electronic copy.

Conflicts of interest and independence

‍During our engagement, we reserve the right to act for other clients whose interests are or may be adverse to yours, subject to clauses 6 and 8 below. We will notify you immediately should we become aware of any conflict of interest which may affect our relationship.

Confidentiality

1. We confirm that where you give us confidential information we shall undertake reasonable endeavours to keep it confidential. However, we reserve the right to disclose any confidential information to any person, firm, court, authority or regulator as required by law or as provided for in regulatory, ethical or other professional guidance which may govern our business of the Services we provide.
2. You also agree to keep confidential all reports and advice which are provided or disclosed by us for the purposes of providing Services to you. You also agree to restrict disclosure of any reports or advice to your officers or employees as required for the sole purposes of discharging your obligations or otherwise as required by law.
3. We reserve the right to subcontract some services to third parties at our discretion. Where we do this, we will need to provide them with information regarding you and your directors and officers. We will inform them of their responsibilities with regard to confidential information as outlined in this section.

Intellectual Property

‍All intellectual property rights in documents and materials generated by us in connection with the engagement shall be owned by us.

Data Protection and GDPR

You acknowledge that we will act in accordance with the privacy policy notice we have supplied to you.

Proceeds of crime and money laundering

a. In common with all accountancy and legal practices we are required by the Money Laundering legislation to:

• have identification procedures for all new clients;
• maintain records of identification evidence for all clients (this may require us to obtain further identification from you from time to time);
• report suspicious activities in accordance with any relevant legislation.

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b. Although under English Law we are not required to obtain your consent for these purposes, we are informing you, as a matter of courtesy, that, in order to verify any information you provide us we may make searches about you with various publicly available electronic databases, including credit reference or fraud prevention agencies.

Quality control

‍As part of our ongoing commitment to providing a quality service, our files may periodically be reviewed by an external independent regulator, reviewer, auditor or quality controller. Our reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff. By continuing to instruct us, you consent to your information being used as part of an audit review process.

Recording our telephone calls

We and/or our agents, business partners, associates or affiliates may record and/or monitor telephone calls, emails and any other communications between you and us (and/or our agents) for the purposes of training, security, quality control, service improvement and our lawful business purposes.

Help us give you the best service

1. We strive to provide a high quality of service at all times. If you would like to discuss how we could improve our service, or if you are dissatisfied with the service you are receiving, please let us know by contacting us. If you do not feel that your concerns have been adequately addressed, please put your concerns in writing to our Managing Director, Robert Wrobel.
2. We will look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service we will undertake reasonable endeavours to put it right.

Contracts (Rights of Third Parties) Act 1999

1. Only someone who is a party to the Terms of Engagement has the right under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any of those terms. All rights and remedies provided by the Act are expressly excluded by the consent of both parties to the Terms of Engagement. This clause does not affect any right or remedy that exists independently of the Act.
2. The advice 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 do not accept responsibility to any third party for any aspect of our professional services or work that is made available to them.

Force Majeure

‍We shall have no liability to you under the Terms of Engagement if we are prevented from or delayed in performing our obligations under the Terms of Engagement or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of or the workforce of a supplier or any third party), failure of a utility service or transport network, act of God, inclement weather war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

Applicable law

Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our Letter of Engagement and Terms of Engagement and any matter arising from them. 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 inconvenient forum, or to claim that those courts do not have jurisdiction.

Entire Agreement

You acknowledge and agree that in agreeing to these Terms of Engagement you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) relating to the provision of the Services other than as expressly set out in the Terms of Engagement or Engagement Letter.

Termination

1. Subject to any professional obligations, this agreement and our relationship overall may be terminated immediately by either party, if the other party commits a material breach of any of the terms of the Engagement Terms and, (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
2. an order is made or a resolution is passed for the winding up of either party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
3. an order is made for the appointment of an administrator to manage the affairs, business and property of either party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
4. a receiver is appointed of any of either party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
5. either party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
6. either party ceases, or threatens to cease, to trade; or
7. either party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
8. you use abusive, threatening, impolite, sexually explicit, racially explicit, discriminatory, unsavoury or disrespectful language either verbally (in person or on the telephone) or in writing (including email or electronic communications) towards us during the course of this engagement.
9. Either party may terminate this agreement at any time upon giving one month’s written notice to the other party;
10. Immediately upon termination of this agreement (howsoever occurring):

• you shall pay us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;
• you shall, within a reasonable time, return all of our materials that you hold on your premises; and
• the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

Invalidity

Except where the context otherwise requires, each of these Conditions shall be regarded as independent of every other Condition so that if any such Condition or the application of any such Condition to any person or to any circumstance is found to be invalid or unenforceable, then such finding will note affect any other Condition or the application of such Condition to any person or circumstance.

Limitation of Liability

If we are liable to you (including any liability for the acts or omissions of our employees, agents and sub-contractors) in respect of any breach by us of the Engagement Terms, then our liability shall be limited as follows:

1. we will act as outlined in the Engagement Terms with reasonable care and skill. However, 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 tax authorities;
2. our work is not to be made available to third parties without our written permission and we accept no responsibility to third parties for any aspect of our professional services or work that is made available to them;
3. we shall not be liable for:

• loss of business; or
• loss of profits; or
• depletion of goodwill and/or similar losses; or
• loss of anticipated savings; or
• loss of goods; or
• loss of contract; or
• loss of use; or
• loss of corruption of data or information or loss incurred as a result of any communication being misdirected or intercepted by third parties;
• any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
• loss for which another party would be liable if you had brought proceedings or made a claim against them or we had brought proceedings or made a claim against them as permitted by relevant legislation.

d. our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Engagement Terms shall be limited to the price paid for the Services for any claim or claims arising out of the same act or omission; a series of related acts or omissions; the same act or omission in a series of relates matters or transactions or similar acts or omissions in a series of relates matters or transactions.
PROVIDED always that nothing in these terms shall exclude or restrict liability for fraud, dishonesty or reckless disregard of our professional obligations or for death or personal injury caused by our negligence or other liabilities that cannot lawfully be limited or excluded.
You agree to hold harmless and indemnify us, our directors and staff, against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with the provision of the Services. You have agreed that you will not bring any claim in connection with services we provide to you against any of our employees personally.

Insurance

We hold professional indemnity insurance in the best interests of you. Details of our insurer are as follows:
Maltings Insurance. Full details of our insurance policy can be found at our registered office. Our liability to you, arising out of the Services provided by us to you, shall be limited to £50,000 for any one claim.
We provide worldwide coverage, however our policy does not cover any claim made or brought:

1. In the United States of America or Canada or territories under their jurisdiction;
2. Under or in consequence of any judgment or order in or under the laws of the United States of America or Canada or territories under their jurisdiction.

We can only limit our liability to the extent the law allows. In particular, we cannot limit our liability for death or personal injury caused by our negligence.

Distance selling

1. In the event that we do not meet with you, the Consumer Protection (Distance Selling) Regulations 2000 will apply to this agreement. You can cancel your instructions by contacting us by post or our office or by visiting this page on our website: http://www.pro100.uk/contact-us
2. Once we have started to act on your behalf, you may be charged if you then cancel your instructions. We will start acting on your behalf when we receive payment from you, details of your accounts from a previous accountant or any requests from you to process information relating to you or your business or a signed copy of this letter from you.

Use of technology

We continually update our systems processes and technology to ensure that we provide you with the best service in the most efficient manner. This may include using the internet, mobile telephone technology or other devices to provide you with information relating to the Services we are instructed to provide to you. You agree to your information and information relating to your company being used by us to communicate with you using the various technologies available from time to time. This includes posting your financial information on the internet. We will take all reasonable precautions to ensure that your information is password protected and both parties agree to take reasonable precautions to ensure that your passwords and login details are not shared with unauthorised third parties.

Lien

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

Acceptance

Your continuing instructions will amount to acceptance of these agreement and we hope that the information set out in this document, together with our terms of business are of assistance to you.

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