DUNKLEY & CO LIMITED

The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.

These standard terms of business are applicable to
all types of entities (e.g. companies, LLPs, charities, friendly societies, academies, pension schemes, etc.). Any reference therefore to ‘director’ or ‘company’ should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity, LLP, etc.)

1. PROFESSIONAL OBLIGATIONS

• As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations, including audit registration can be found at www.dunkleys. accountants, and are set out below.

Dunkley’s is registered to carry on audit work in

the United Kingdom by the Institute of Chartered Accountants in England and Wales; details about our audit registration can be viewed at http:// www.auditregister.org.uk/Forms/OfficeList.aspx under reference number C001254297.

Statutory audit work is subject to the Audit

Regulations and Guidance, the International Standards on Auditing (UK) and the Ethical Standards issued by the Financial Reporting Council.

The person Dunkley’s has assigned as your Senior Statutory Auditor is detailed in our Letter of Engagement.

• 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 code of ethics. 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

• In accordance with the disclosure requirements
of the Provision of Services Regulations 2009,
our professional indemnity insurer is Our professional

indemnity insurer is Aqueous Underwriting, registered Address at 10th Floor, 5 Churchill Place, London, E14 5HU, with the following coverage:
AXA XL Insurance Company UK Limited 30.00%

Allianz Global Corporate & Specialty 25.00%
AmTrust Europe Limited 25.00%
SiriusPoint International Insurance Corporation (PUBL) UK Branch 15.00%

HDI Global Specialty 5.00%

2. INVESTMENT SERVICES

• Since we are not authorised by the Financial Conduct 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 our professional body, 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.

• Such advice may include:
• advise you on investments generally, but

not recommend a particular investment or type of investment;

• refer you to a Permitted Third Party (PTP) (an independent firm authorised by
the FCA), assist you and the PTP during
the course of any advice given by that party and comment on, or explain, the advice received (but 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;

• advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;

• advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;

• assist you in making arrangements for transactions in investments in certain circumstances; and

• manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

• For 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 the addressee to receive

confirmation of acceptance of offer documents etc.

• 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.

• In relation to the conduct of insurance distribution activities, we are an ancillary insurance intermediary. Where the firm is providing insurance distribution services (including fee protection), we are not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or

redress if something goes wrong, is regulated
by our professional body, Institute of Chartered Accountants in England and Wales (ICAEW). The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.

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 instructions from you to as to how it should be treated. In the event
of no such instructions being received, we may use such monies against any fees that have been outstanding for 30 days or more and concerning which you are not in dispute with us.

We may also request that you allow us to retain such commission to cover our costs in connection with the above, but permission will be sought separately from you in these circumstances.

If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the ‘Help us
to give you the right service’ section of this document and, 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.

FINANCIAL PROMOTIONS

• 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 8:25 to 16:55. 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

• In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. The nature of the engagement and professional judgement would determine the frequency and detail required to ensure compliance with the code of ethics. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.

4. CLIENT MONIES

• We may, from time to time, hold money on your behalf. Such 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 our professional body, the Institute of Chartered Accountants in England and Wales (ICAEW).

• 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 Lloyds Bank plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

• 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 (to a minimum of £10,000 for at least 30 days), 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.

• We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity
in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.

5. FEES

• Our fees are computed on the basis of time spent on your affairs by the principals and our staff, including sub-contractors or consultants where necessary, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.

• If it is necessary to carry out work outside the responsibilities agreed with you for each service, 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.

• It is our normal practice to request that clients

Dunkley‘s Chartered Accountants, Woodlands Grange, Woodlands Lane, Bradley Stoke, Bristol, BS32 4JY. Tel: 01454 619900. Web: www.dunkleys.accountants. 1 VAT number: 927 5182 09. Registered number: 2994930. Registered in England and Wales. Dunkley‘s is a trading name of Dunkley & Co Ltd.

Standard Terms of Business

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.

• Our terms relating to payment of amounts invoiced and not covered by standing orders are strictly, where appropriate, 14 days net. Should there be a dispute regarding our fees, this must be brought to our attention within 21 days of the date of the invoice.

• We reserve the right to charge interest on

overdue accounts not disputed within this timescale and compensation for debt recovery costs at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed credit terms. We also reserve the right to terminate our engagement and cease acting if payment of
any fees billed is unduly delayed. We accept settlement of fees by certain credit cards, and reserve the right to recharge our costs for doing so.

• 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 or individual nominated to act for you.

• Insofar as we are permitted to do so by law or by 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.

• In the event that we cease to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

6. RETENTION OF PAPERS

• 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 if requested following the preparation of your financial statements and/or returns. However, please note that we have a ‘particular lien’ over documents belonging to you in respect of which we have performed work for which we have not been paid our fees.

• 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: five 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:
• six years from the end of the accounting
period.

• Although certain documents may legally belong

to you, we may destroy correspondence and other papers that we store electronically or otherwise in line with the timeframes above. If these categories are not relevant, the documents will be destroyed after seven years, except

documents we think may be of continuing significance. You must notify us in writing if you wish us to keep any document for a longer period.

7. CONFLICTS OF INTEREST AND INDEPENDENCE

• 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 clause 8 below.

We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you 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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

• 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 below.

8. CONFIDENTIALITY

• 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.

• 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.

• 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.

• 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.

• We may, on occasions, subcontract work on your

affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms. You may additionally need to consider your data protection responsibilities.

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

• This clause applies in addition to our obligations as to data protection below.

9. QUALITY CONTROL

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

Dealing with HM Revenue & Customs

• 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, see www.hmrc.gov.uk/ charter/index.htm. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

• We will take account of the steps and checks suggested by HMRC in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HMRC consider any of your tax returns with which we assist

to be inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed. To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.

10. HELP US TO GIVE YOU THE RIGHT SERVICE

• We are committed to providing you with a high quality service that is both efficient and effective. 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 contacting Matthew Dobbins (Director) at our
office (01454 619900).

• We undertake to look into any complaint carefully and promptly and 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. We will acknowledge your letter within fifteen working days of its receipt and endeavour

to deal with your complaint within eight weeks.
If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body, the Institute of Chartered Accountants in England and Wales.

• 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 this Standard Terms of Business and associated Engagement schedules. 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.

11. APPLICABLE LAW

• 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 con- cerning 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.

• If any provision in this Standard Terms of Business or any associated engagement schedules, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other

The latest version of these Standard Terms of Business may be viewed on our website: www.dunkleys.accountants. This version is dated April 2025.

2

Standard Terms of Business

provisions shall not in any way be affected or impaired.

12. CHANGES IN THE LAW, IN PRACTICE OR IN

PUBLIC POLICY

• 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, public policy or your circumstances.

• We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice, or public policy that are first published after the date on which the advice is given to the fullest extent permitted by applicable law.

13. INTERNET COMMUNICATION

• Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, 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. We will never change our bank details without confirming this to you by posted letter. Any emailed or telephoned communications appearing to be from us which are not confirmed by post are fake and we accept no liability for
any loss caused to you through accepting such communications as genuine. Similarly, always give us by hand or by post (as well as by email) details of your bank account.

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

Wherever possible, we will seek to file returns and other documents with relevant authorities online. You are deemed to have given permission for us to do so, unless specifically requested otherwise.

14. DATA PROTECTION

• 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 and shareholders (‘personal data’).

Data controller and data processor

• In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may use a sub-processor and/or export personal data you supply to us outside the EU/EEA/UK if necessary (subject to your prior written consent, which
will not be unreasonably withheld where we
are a processor). We will ensure all such data disclosure/export is compliant with relevant data protection legislation in the EU/EEA/UK and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors include similar terms to those set out in this clause 14. Where cloud-based services are to be used you may be subject to our cloud services terms and conditions, and cloud storage may be

outside the EU/EEA/UK.

• We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.

• 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 where this relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose

data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.

• We will answer your reasonable enquiries to

enable you to monitor compliance with this clause. We will also allow for, and contribute to, audits or inspections conducted by the ICO or their auditor to demonstrate compliance with this clause.

Data controller

• We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.

• You will also ensure that any disclosure

of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice at the web address www.dunkleys.accountants/contact for this purpose.

Data processor

• Applicable data protection legislation places express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. An example would be where we operate a payroll service for you. We therefore confirm that we will at all times use our reasonable endeavours to comply with the requirements of applicable EU/EEA/UK data protection legislation when processing data on your behalf. In particular
we confirm that we will aim to comply with any obligations equivalent to those placed on you
as a data controller. You will also comply with applicable data protection legislation, including but not restricted to, ensuring that you have all appropriate consents and notices or another lawful basis in place to enable the lawful transfer of personal data to us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that causes us loss.

• As the data processor we shall;
• Process personal data only on written instruction from you;

• Restrict data access to authorised

personnel only, and who are bound by confidentiality;

• Disclose the personal data to courts, government agencies and other third parties as and to the extent required by law;

• Maintain a written record of all categories

of personal data processing carried out on your behalf, including details of transfers of personal data outside of the EU/EEA/UK and a general description of the technical and organisational security measures in place in relation to personal data; and

• Delete or return all personal data to
you at the completion of our engagement requiring personal data processing, subject to legal requirements to retain data.

You have a right to access, rectify, erase, restrict and

object your information under GDPR legislation. Dunkley’s confirm that when processing data on
your behalf we will comply with the provisions of the General Data Protection Regulations legislation of 2018. For the purposes of the General Data Protection Regulations 2018, the Data Protection Officer (DPO) is Mr. M Dobbins.

Photography policy

• Dunkley’s Chartered Accountants may use images/ videos resulting from the photography/ video filming of hosted or attended corporate, training or fundraising events. Any reproductions or adaptations of these may be used for publicity or other purposes to help achieve the company’s aims. This might include (but is not limited

to), the right to use them in their printed and online publicity, social media, press releases and newsletters. You have a right to access, rectify, erase, restrict and object to this policy under GDPR legislation. If you have any queries regarding the above, please email advice@ dunkleys.accountants.

15. LIMITATION OF THIRD-PARTY RIGHTS

• 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.

• 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, unless we have expressly agreed in writing that a specified third party may rely

on our work. We will accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, your spouse nor any family member of yours or your employer, for any aspect of our professional services or work that is made available to them.

16. CLIENT IDENTIFICATION

• In common with other professional services

firms, we are required by the Proceeds to Crime Act 2002 and the Money Laundering Regulations 2017 to:

• maintain identification procedures for

clients, beneficial owners of clients, and persons purporting to act on behalf of clients;

• maintain records of identification

evidence and the work undertaken for the client; and

• report, in accordance with the relevant legislation and regulations.

• We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion
of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

• If we are not able to obtain satisfactory evidence

of your identity and where applicable that of the beneficial owners, we will not be able to proceed

The latest version of these Standard Terms of Business may be viewed on our website: www.dunkleys.accountants. This version is dated April 2025.

3

Standard Terms of Business

with the engagement.

17. FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) AND COMMON REPORTING STANDARDS

• Unless agreed specifically in a separate

engagement letter, we are not responsible
for your compliance with the International
Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.

• However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.

18. GENERAL LIMITATION OF LIABILITY

• We will provide our services with reasonable

care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. 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 tax authorities. Further, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control. Subject to clause 18.5 below, our liability to you shall be limited as set out in our engagement or other client letter.

• You will not hold us, our principal(s)/director(s),

shareholders 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. 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. However, 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.

• You agree that you will not bring any claim in connection with services we provide to you against any of our partners, shareholders, directors or employees personally.

• 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. You agree to indemnify us and our agents in respect of any claim (including any claim for 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 and our legal fees on an indemnity basis.

• Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by negligence nor for fraudulent misrepresentation or other fraud which may not as a matter of applicable law be excluded or limited.

• Our aggregate liability to you or any other party, of whatever nature, whether in contract, tort
or otherwise for any losses whatsoever and howsoever caused arising from or in any way connected with the services described within

this engagement letter excluding audit shall not exceed 20 times the relevant fee charged (including interest).

19. INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME
• We will retain all intellectual property rights in
any document prepared by us during the course

of carrying out the engagement except where the law specifically states otherwise. You may only use such rights to the extent we agreed when engaged to provide services to you and may

not resell or sublicense such rights without our further prior consent.

• You are not permitted to use our name in any

statement or document that 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.

20. DRAFT/INTERIM WORK OR ORAL ADVICE

• In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.

21. INTERPRETATION

• If any provision of our engagement letter or

terms of business is held to be void for whatever reason, then that provision will be deemed
not to form part of this contract, and no other provisions will be affected or impaired in any way. 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.

22. INTERNAL DISPUTES WITHIN A CLIENT

• If we become aware of a dispute between
the parties who own the business, or who
are in some way involved in its ownership
and management, it should be noted that our client is the business (unless we have agreed otherwise) and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office/ normal place of business for the attention of

the directors/proprietors/partners/trustees. If conflicting advice, information or instructions
are received from different directors/principals
in the business, we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken. In certain cases we reserve the right to cease acting for the business/ client entirely.

23. DISENGAGEMENT

• If we resign or are asked to resign, we will normally issue a disengagement letter to ensure

that our respective responsibilities are clear.

24. RIGHT TO CANCELLATION

• Where this contract is agreed at our business premises then cancellation rights given to consumers under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the Consumer Contracts Regulations 2013) do not apply.

• Otherwise - as this engagement letter includes personal services and you fall within the legal definition of a consumer, you have a right to cancel our contract within 14 days under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the Consumer Contracts Regulations 2013),

without giving a reason. The cancellation period will expire after 14 days from the date you enter into the contract.
• In order to exercise your right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or email). Any cancellation notice should be delivered or sent to your primary contact within the firm, as set out in this engagement letter. To meet the cancellation deadline, it is sufficient for you to send your communication before the cancellation period expires.
• Because of the requirements of the Consumer Contracts Regulations 2013 it is our policy to not commence any work for you until the set cancellation period has expired, or we have received from you your express written agreement for us to start early.
• If you agree in writing that the performance of this contract should begin before the end of the cancellation period, then, even if you
cancel the contract, you may still be required
to pay for services supplied before the cancellation period. However, should you have paid any monies on account we will reimburse any monies already paid without undue delay, and not later than 14 days from the day on which we are informed about your decision to cancel the engagement. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a
result of the reimbursement.
• In providing you with this letter of engagement, our standard terms of business and, where applicable, the written notice of your right to cancel, we have complied with
the provisions of regulations 9 to 14 and 16 of the Consumer Contracts Regulations 2013, as applicable.

25. INTRODUCING THIRD PARTIES

• Where we make an introduction to a specialist or other service provider, any following engagement will be with the third party and we are not liable for any advice, services or any other work carried out by the third party, or any part of those arrangements. • Where we engage a third party directly to support our work, or to seek specialist advice, and deal with this party directly, this work fall under our normal policy for work provided.

The latest version of these Standard Terms of Business may be viewed on our website: www.dunkleys.accountants. This version is dated April 2025.