TermsofBusiness

The following terms of business apply to all engagements accepted by Birdswell Partners Limited. All work is carried out under these terms except where changes are expressly agreed in writing.

1.1. Our engagement letter, the schedules of services and our terms of business are governed by, and should be construed in accordance with English law. Each party agrees that 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 on any basis. Each party irrevocably waives any right 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. 1.2. 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.

2.1. 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.

3.1. Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement. 3.2. 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. 3.3. 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. 3.4. 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. 3.5. 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. 3.6. Where we use external or cloud based systems, we will ensure confidentiality of your information is maintained. 3.7. Where you integrate a third-party application, service or product with your accounting system (or request us to do so), you grant us permission to allow the third-party access to your information as required for that integration. We accept no liability for any disclosure, modification or deletion of your information resulting from such access by the third-party. 3.8. We reserve the right, for the purpose 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.

4.1. You agree that we will not be liable for i) any loss or corruption of data from your systems ii) loss of profit, goodwill, business opportunity, reputation, contracts, customers, anticipated savings or benefits; or iii) indirect or consequential loss, damages, charges or expenses however caused or arising and whether such losses were foreseeable. 4.2. You agree that our total liability (including any interest) for all claims connected with the services in the engagement letter in any 12 month period to the greater of £100,000 or three times the fees payable in the 12 month period immediately preceding the claim (excluding VAT). This will apply in aggregate to any claim arising in respect of any single event, or series of linked events that falls or fall into more than one 12 month period, notwithstanding that it covers more than one 12 month period. 4.3. Where we agree in our engagement letter to accept liability to more than one party, the limit of our liability in 4.2 above will be shared between those parties, and it is up to the parties how they share it. 4.4. Nothing in our engagement letter or terms of business will limit a persons' liability for i) death or personal injury caused by that person's negligence, ii) that persons fraud; or iii) anything else that cannot be limited by law. 4.5. You agree that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally. 4.6. If we are liable to you under our engagement letter, and any other person or company would be also liable to you in respect of the same loss, then the compensation payable by us to you will be reduced. The reduction will take into account the extent of responsibility of the other party and no account will be taken of any limit/exclusion placed on the amount by the other party nor any shortfall in recovery from that party, regardless of reason.

5.1. 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. 5.2. 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. 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. 5.3. In some circumstances we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. Should you require advance notice of any commissions, or any further details regarding any commissions, please contact our Compliance Officer, Dave Eaton at [email protected].

6.1. In this clause, the following definitions shall apply: 'client personal data' means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you; 'data protection legislation' means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time; 'controller', 'data subject', 'personal data', 'personal data breach', 'processor', 'process' and 'supervisory authority' shall have the meanings given to them in the data protection legislation; 'GDPR' means the UK General Data Protection Regulation and the Data Protection Act 2018; and 'PECR' means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

6.2. We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data. 6.3. You shall only disclose client personal data to us where: (i) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy policy for this purpose); (ii) you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject's consent; and (iii) you have complied with the necessary requirements under the data protection legislation to enable you to do so. 6.4. Should you require any further details regarding our treatment of personal data, please contact our Compliance Officer, Dave Eaton at [email protected]. 6.5. We shall only process the client personal data: (i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you; (ii) in order to comply with our legal or regulatory obligations; and (iii) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects' own privacy rights. Our privacy policy contains further details as to how we may process client personal data. 6.6. For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm's network, subcontractors, our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation. 6.7. We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms. 6.8. We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data. 6.9. In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that: (a) we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data; (b) we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner's Office); or (c) we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data. 6.10. Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.

6.11. We shall both comply with all applicable requirements of the data protection legislation. This clause is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation. 6.12. We both acknowledge that for the purposes of the data protection legislation, in reference to the services highlighted in the services schedule, you are the data controller and we are the data processor. The services summary set out in the engagement letter sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject. 6.13. In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall: (a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation; (b) disclose and transfer the client personal data to members of our firm's network, our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services; (c) disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law; (d) maintain written records of our processing activities performed on your behalf which shall include: (i) the categories of processing activities performed; (ii) details of any cross border data transfers outside of the European Economic Area (EEA); and (iii) a general description of security measures implemented in respect of the client personal data; (e) maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data; (f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services; (g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality; (h) notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause; (i) where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation; (j) notify you promptly if: (i) we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or (ii) we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner's Office); (k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data; (l) at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws. 6.14. Without prejudice to the generality of clause 6.11, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us. 6.15. Should you require any further details regarding our treatment of personal data, please contact our Compliance Officer, Dave Eaton at [email protected].

7.1. 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. 7.2. With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. 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 dispatch. 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. We reserve the right to invoice additional fees for paper communication. 7.3. 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. 7.4. If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising. 7.5. 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 a hold harmless letter that you may do so. 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.

8.1. You agree to pay us for our services. 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. 8.2. If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case. Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs. 8.3. 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. 8.4. 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. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers. 8.5. Our fees will be billed and payable as set out in your engagement letter. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf will be added to our invoices as appropriate. Any expenses incurred in the course of carrying out our work which will be charged to you, will be agreed in advance of them being incurred. 8.6. All invoices are payable within 14 days after the date on the invoice. If you do not pay our invoices within 30 days we may charge you interest as set out in 8.7 below. Disputed invoices must be raised in writing within 10 days of receipt. 8.7. We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so. 8.8. If you do not pay our fees within the payment terms detailed in 8.6 we will suspend your services until any invoices due to us are paid. 8.9. 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. 8.10. 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.

9.1. We are committed to providing you with a high-quality service that is both efficient and effective. If, at any point 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 via email Dave Eaton ([email protected]). 9.2. We undertake to look into any complaint carefully and promptly and to 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 our professional body, ICAEW.

10.1. All intellectual property rights in the methodologies, processes, know-how, and tools used or developed by us in the course of delivering our services shall remain the exclusive property of Birdswell Partners. However, all final deliverables, reports, and documentation specifically prepared for and provided to you as part of the engagement shall become your property upon delivery, subject to full payment of our fees. This clause does not transfer ownership of our underlying intellectual capital, which we may continue to use in future engagements. 10.2. 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.

11.1. If any provision of our engagement letter or terms of business is held to be void, 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.

12.1. 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 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 normal place of business for the attention of the directors. 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 and take no further action until the board has agreed the action to be taken.

13.1. If we resign or are asked to resign, we will issue a termination letter to ensure that our respective responsibilities are clear. On termination, if we do not receive a response to sending you this letter, we will assume acceptance of the terms of the letter. If we have no contact with you for a period of three months or more, we may issue to your last known address a termination letter and thereafter cease to act. 13.2. 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. 13.3. Each of us may terminate our agreement by giving not less than 30 days' notice in writing to the other party except if 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 before termination. 13.4. Regardless of any minimum term specified in our engagement letter, 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. 13.5. 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. 13.6. On termination, you agree to pay us for all services we perform up to date of termination. You agree to pay us any set-up cost specified in the engagement letter (if any). Where there is a minimum term specified in the engagement letter you agree to pay us all fees for this minimum term. 13.7. In respect of any annually completed services that are not in progress at the time of termination, we will not be required to complete these services nor will you receive any refunds if the service is included as part of a fixed monthly fee arrangement.

14.1. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW as set out in their Rulebook. We will accept instructions to act for you on this basis. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. 14.2. As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff. 14.3. 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. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

15.1. We will endeavour to record all advice on important matters in writing. Advice given orally 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. 15.2. 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 including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not.

16.1. 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 if requested. Documents and records relevant to your tax affairs are required by law to be retained for six years from the end of the accounting period. 16.2. Although 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.

Birdswell Partners Limited Registered in England & Wales — 15077294 The Meeting Hall, Avenue Road, Ilfracombe, EX34 9AT [email protected]