IFS - Information Zone

Terms of Engagement

The following terms of engagement apply to all work carried out by International Fiscal Services Ltd ("the Company") for clients unless agreed otherwise in writing by a Director of the Company. In these terms, "we", "us" and "our" refers to the Company, and "you" and "your" refer to our client.

Fee estimates and quotations

If we provide an estimate of our fees or a quotation for a piece of work its effect is as follows:

• An estimate is our indication, made in good faith, of likely costs for carrying out the work concerned, based on information at the time the estimate is given. An estimate is subject to revision and does not amount to a contractual commitment on our part to carry out the work within that estimate. We will tell you promptly if it becomes apparent that our fees are likely to exceed an estimate that we have given.

• A quotation is a proposal by us to carry out specified work for a stated fee. If you accept that proposal, it then becomes a contractual commitment. If we carry out work in excess of that specified, our fees for that additional work will be charged at our then applicable standard hourly rates.

• We also reserve the right to charge additional fees at our then applicable standard hourly rates for material additional work arising from circumstances known to you when you accepted our quotation, but did not disclose to us.

• Where applicable our hourly rates are available upon request.

Payment on account of fees

We may ask you, either at the outset of our work and/or as it progresses, to make a payment to us on account of our fees and disbursements. We would hold this payment in a separate bank account, as described below under "Custody of client money" and credit it against our final invoice for the work concerned. Any request for any payment on account is not an estimate of costs. If a request for a payment on account has been made but not paid we reserve the right to decline to act further.

Interim invoices

We may invoice you at period intervals either at the end of each month or the end of each quarter as we consider appropriate before final completion of the work we have undertaken for you. An interim invoice is a request for payment on account of costs incurred and is not specifically to be regarded as an indication of exact costs incurred to date. We will send a final bill after completion of the work.

Changes in law and practice

When we are engaged by you, our advice will be in accordance with current law and practice. We are, however, not responsible for communicating future changes in law and practice that may be of relevance to you. You are therefore recommended to seek regular advice on your affairs to ensure that any advice provided is compliant with prevailing legislation.

Custody of client money

Any of your money which we hold for you, for whatever reason, will be held in a bank account, separate from our own money. We will account to you for interest earned on this money in excess of £100. Generally, such interest is paid to UK resident clients without deduction on account of tax and should be declared by recipients to the appropriate taxing authorities accordingly.

Disbursements and expenses

Unless you notify us in writing to the contrary, we will act on the basis that we have authority to incur the usual disbursements and expenses encountered in the course of work we do for you including for example, Counsel’s fees, courier charges and travel. We shall in any event seek your express agreement before incurring on your behalf sums which are substantial in the context of the work in question and our knowledge of your circumstances. Disbursements and expenses are charged to you in addition to our fees.

Payment terms

We are committed to providing a timely service and in turn we request you to pay interim and final invoices by return. Interest will be charged at the rate of 2.5 % a year over the base rate of Barclays Bank plc for the time being on any invoices outstanding 21 days from the date of the invoice ("the Credit Period"). If you wish to dispute any invoice you should speak to the person responsible for the relevant work within the Credit Period, so that any necessary action can be taken before the end of the Credit Period.

Papers held by the firm

Save as otherwise provided for herein, when we complete the work concerned we shall, if requested, return to you all documents and other material loaned by you to use for the purpose of that work. Any advice given and/or correspondence between you and us will become your property upon payment of all outstanding fees to the Company. All other material generated by us in that work will remain our property. Unless agreed otherwise, we will retain any documentation and/or materials loaned by you, normally for a minimum of 6 years, when we may destroy it without further reference to you.

We may exercise a lien over any of your property and money we hold for you as long as fees are outstanding.

If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrievals. However, we may make a charge based on time spent retrieving stored papers or documents for you or another at your request when not in connection with continued or new instructions. We may also charge for correspondence, copying or other work necessary to comply with the instructions given by you or on your behalf.

Document custody

We will store deeds and other important documents in our strong room for you if you require and as agreed with ourselves. We do not make any charge for this service but we cannot accept responsibility for the loss or damage of any item which we hold, except by prior arrangement.

Termination of our instructions

We expect to continue to act for you until we finish the work concerned. Either you or we may bring instructions to an end at any time by notifying the other in writing. We will not do this without good reason. Examples include a conflict of interest arising, your requiring us to break rules of professional conduct, our determining that the necessary relationship of trust and confidence does not exist between us, your failure to give us adequate instructions or your failure to pay any amount due to us or provide monies on account of costs.

If either of us terminates instructions, you will pay all fees and disbursements incurred up to the date of termination, plus any further fees and disbursements for work necessary to transfer our files to another adviser of your choice.

Complaints

If you are dissatisfied with our work, or wish to make a complaint, you should raise it as soon as possible with the Director responsible for the work concerned in the first instance. If your complaint relates to that Director, or remains unresolved after discussion with that Director, you should contact our Managing Director, Roy Saunders.

Data Protection

The Company will hold your personal data and will process that data for the purposes of providing advice to you in accordance with your instructions and for business purposes such as marketing and/or recovering outstanding invoices. Your right of access to this data is prescribed by law.

We confirm that we shall not sell your data to any third party.

You hereby agree that the Company may process such personal data for the purposes outlined above and may, when necessary for those purposes, make such data available to its advisers and/or to parties providing products or services to the Company (for example to IT systems suppliers and debt collection agencies) and you agree that the Company may transfer such data to and from third parties located outside the European Economic Area and/or located in countries which may not have data protection laws. Details of those third parties and the countries involved will be provided on request.

Limitation of liability

The advice which 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 will provide our professional services outlined in this letter with reasonable care and skill. However, we will not be liable for any losses, costs or expenses of any nature arising from the supply by you or others of incorrect or incomplete information, or yours or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities. We will also not be liable for any losses, costs or expenses arising directly or indirectly from any fraudulent or negligent act or omission on your part.

We shall not be liable for any indirect or consequential loss, expense or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the provision of professional services outlined in this letter.

In the event that there is a claim of any sort against us by you, our liability to you will in any case be limited to the sum of fees we have charged you for the Tax Report that contained the advice in respect of which damages are claimed. This is agreed as being a reasonable restriction on our liability, unless you have agreed a different arrangement with us.

Any claim which you believe you have against us must be notified in writing to us as soon as reasonably practicable after you become aware, or ought reasonably to have become aware, of the facts or circumstances giving rise to such claim (the "relevant date"). Legal proceedings in relation to a claim may not be instituted later than 12 months after the date our Tax Report was submitted.

Law and jurisdiction

The terms of our appointment (including these terms of engagement) are governed by and construed in accordance with English law. You and we agree to submit to the exclusive jurisdiction of the English courts.