1.1      Definedterms appear below in bold in the clause in which they are defined.

1.2     Unless the context otherwise requires, documents means both paper andelectronic documents; person meansany individual and any corporate or unincorporated body (whether or not havingseparate legal personality); any reference to the singular shall include theplural and vice versa; any reference to legislation includes amended versions,subordinate legislation and any equivalent replacement; the headings shall notaffect interpretation and words such as includeor including are to be construedwithout limiting the generality of the preceding words.

1.3     These Terms of Business apply toall work undertaken by Sumer Group Holdings Limited and members of its group ofcompanies (together, the Sumer Group) including Sumer Auditco Limitedand Sumer Auditco NI Limited. These Terms of Business apply whether or not wehave also provided you with an Engagement Letter.

1.4     Our Engagement Letter is theletter, alongside any associated schedules or appendices, that we provide toyou usually at the start of our engagement and that describe the services to beprovided to you by the member entity, or, in the absence of such a letter, someother written description of our services (the Services).  Our Services include our work-product and anyinformation and advice produced or that we provide you.

1.5     References to we, our or usare to the entity or entities providing the Services to you, as set outin the Engagement Letter or otherwise confirmed in writing.  Where this document says that we “may” dosomething, this means that we have the contractual entitlement to do so, butnot the obligation.

1.6     Our Client is the personto whom the Engagement Letter is addressed and any other persons expresslyidentified in that Engagement Letter as our client. You and yoursrefer to our Client.

1.7     Your affiliates means any of:your partners, directors, members, shareholders, officers, employees or familymembers; and any entity forming part of a corporate group that includes you.

1.8     Our agreement with you comprises ourTerms of Business and our Engagement Letter (together, our Agreement),unless otherwise agreed by both of us and recorded in writing.  

1.9     We may make changes to our Terms ofBusiness from time to time for reasons including but not limited to legal andregulatory developments.  If we do, wewill notify you in writing.  

1.10  In the event of any conflict between ourTerms of Business and our Engagement Letter, the relevant provision in theEngagement Letter will take precedence.

1.11  Your continuing instructions followingreceipt of our Engagement Letter, and/or your settlement of our invoices,amount to your acceptance of our Agreement and its terms. See also clause 21. below for provisions concerning the start, endand termination of our Agreement with you.

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1.12  If, following the termination or expiryof this Agreement, you engage us again to provide further services and we agreeto provide them, then these Terms of Business shall apply to that new provisionof services and those future instructions will comprise a new and separateAgreement between you and us (and whether or not we also provide you at thattime with a new Engagement Letter).

1.13   Detailsof our professional indemnity insurance and how our services are regulated canbe viewed at https://sumer.co.uk/legal-and-regulatory-information/.

2.  Applicable law

2.1     The Engagement Letter, any descriptionor schedule of Services, and our Terms of Business are governed by the laws ofthe location of the office from which we are engaged to provide the Services toyou (and which will usually be set out in our Engagement Letter with you). Youagree that any dispute between us will be subject to the exclusive jurisdictionof the courts of that jurisdiction.

3.  Clientidentification

3.1     As with other professional servicesfirms, we are required to identify our clients for the purposes of the UKanti-money laundering legislation. We may request from you, and retain, suchinformation and documentation as we require for these purposes and/or makesearches of appropriate databases. If we are not able to obtain satisfactoryevidence of your identity, we will not be able to proceed with the engagement.

3.2     If you undertake business that requiresyou to be supervised by an appropriate supervisory authority to followanti-money laundering regulations including if you accept or make high valuecash payments of Euro 10,000 or more (or equivalent in any currency) inexchange for goods you should inform us.

3.3     Any personal data received from you tocomply with our obligations under The Money Laundering, Terrorist Financing andTransfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017)will be processed only for the purposes of preventing money laundering orterrorist financing. No other use will be made of this personal data unless useof the data is permitted by or under enactment other than the MLR 2017, or wehave obtained the consent of the data subject to the proposed use of the data.

3.4     We have a statutory obligation to reportto certain authorities, including the National Crime Agency (NCA), anyreasonable knowledge or suspicion of money laundering. Any such report must bemade in the strictest confidence. In fulfilment of our legal obligations,neither the firm’s principals nor staff will enter into any correspondence ordiscussions with you regarding such matters, and we may cease acting for youwithout providing you with the reasons for doing so.

4.  Your provisionof instructions and information to us

4.1     We shall agree with you (usually withinour Engagement Letter) the individual(s) from whom we can receive instructionson behalf of our client. You agree that that individual(s) is/are dulyauthorised to provide us with such instructions on your behalf.  

4.2     We refer to our individual staff memberswho are involved from time to time in the provision of the Services under thisAgreement as the Engagement Team.

4.3      Itis your responsibility (and you agree):

4.3.1  toprovide the Engagement Team with all instructions, information anddocuments (Client Information) that we require (or, in the case ofnon-audit work, that you choose to provide us with) in order to provide ourServices;

4.3.2  to notify uswithin 14 calendar days of any changes to your circumstances which we shouldreasonably be made aware of, including (a) changes of name, address, telephoneor e-mail address; (b) (where you are a company, a group of companies or atrust or other entity) ownership changes and changes in directors or trustees;and (c) if you go into administration, receivership or liquidation or make anyarrangement with your creditors;

4.3.3  to ensure thatyour provision to us of Client Information does not infringe the legalentitlements of any other person;

4.3.4  to take allreasonable steps to ensure the accuracy of all Client Information;

4.3.5  incircumstances where you have asked another person to provide you with a serviceconnected, or otherwise relevant, to our provision of Services under theAgreement, to ensure that all information provided to that other person(together with their work-product), is communicated to us, and vice versa.

4.4     We are not obliged to provide you withany information that is not known to the Engagement Team, and the EngagementTeam shall not be deemed to have knowledge of information that is known to anyof our other staff (or the staff of any other firm in the Sumer Group).

4.5     We may rely on any Client Informationsupplied to us by any person whom we reasonably believe to be properlyauthorised by you to communicate with us for those purposes.  

5.  Use ofElectronic and other communication Methods

5.1     Unless you instruct us otherwise, wemay, if appropriate, communicate with you and with third parties by email orother electronic means including using cloud-based document exchanges. Therecipient is responsible for virus checking emails and any attachments.

5.2     You agree that we may also use thirdparties’ electronic platforms, such as HMRC’s online services, to file youraccounts and tax returns, and to generally enable us to provide the Services toyou, unless you tell us otherwise in writing. We may rely on third party software providers as well as HMRC software,to ensure that the returns are compatible with HMRC requirements and aredelivered in a timely manner. We accept no liability for penalties incurred forlate submission of returns due to the failure of either HMRC or of a thirdparty software.

5.3     With electronic communication, there isa risk of non-receipt, delayed receipt, inadvertent misdirection orinterception by third parties. We use virus-scanning software to reduce therisk of viruses and similar damaging items being transmitted in emails or byelectronic storage devices. Nevertheless, electronic communication is nottotally secure.  We are not responsiblefor damage or loss caused by viruses or for communications which are corruptedor altered after despatch (except in the case of our negligence or dishonesty).Nor can we accept any liability for problems or errors relating to this meansof communication, especially in relation to commercially sensitive material(except in the case of our negligence or dishonesty).  Both of us agree to take reasonable steps tosafeguard against the risks of using electronic communications.

5.4     Any communication by us with you sentthrough the postal or DX system is deemed to arrive at your postal or DXaddress two working days after the day the document was sent.

6.  Clients’ money

6.1     We can, from time to time, hold money onyour behalf. The money will be held on your behalf in a client bank account,which is segregated from our own funds. The account will be operated, and allfunds dealt with, in accordance with the requirements of our regulator (thedetails of which are set out at https://sumer.co.uk/legal-and-regulatory-information/).

6.2     If the total sum of money held on yourbehalf exceeds £10,000 for a period of more than 30 days, or such sum is likelyto be held for more than 30 days, all client monies will be held in aninterest-bearing account. To avoid excessive administration, interest will onlybe paid to you if the amount earned on the balances held on your behalf in anycalendar year exceeds £50 unless otherwise agreed. Subject to any taxlegislation, interest will be paid gross.

6.3     We will promptly return monies held onyour behalf as soon as there is no longer any reason to retain those funds. Ifany funds remain in our client account that are unclaimed, and the client towhich they relate has remained untraced for five years, or we as a firm ceaseto practise, we may pay those monies to a registered charity.

7.  Commissions orother benefits

7.1     In some circumstances we may receivecommissions, payments or other benefits (Commissions) for introductionsmade to other professionals or in respect of transactions which we arrange foryou.

7.2     If we anticipate receiving specificCommissions, then we may inform you (either in the Engagement Letter orotherwise in writing) of such Commissions, their nature, frequency and amount,and provided we have so informed you then you agree we may retain suchCommissions upon their receipt by us.  Ifthe amount of any such Commission is significantly in excess of the amountsindicated in the Engagement Letter (or otherwise in writing), then we willobtain specific consent to the retention of those Commissions.

8.  Confidentiality

8.1     For the purposes of this clause, ClientInformation includes the product of our provision of Services.

8.2     At all times during and after thisengagement, we will keep confidential all Client Information and shall notdisclose it to any other person unless permitted by this clause 8..

8.3      Wemay disclose your Client Information:

8.3.1  to any otherperson, if we consider it is necessary to give effect to your instructions;

8.3.2  to any otherperson, where we are compelled to do so by law (for example in the course oflegal proceedings);

8.3.3  to any otherperson, where we are permitted to do so by law and/or you authorise us to doso;

8.3.4  to any otherperson, where we are subject to a professional duty or right to disclose inorder to: (a) comply with the quality review of a professional body; (b)respond to an inquiry or investigation by a professional or regulatory body;(c) protect the professional interests of a professional accountant in legalproceedings; or (d) comply with technical and professional standards, includingethics requirements;

8.3.5  to anysubcontractor appointed under clause 9.3  below;

8.3.6  to ourexternal legal advisers, accountants, auditors, insurance brokers and insurers,provided we do so on terms that they treat the Client Information asconfidential to the same extent as set out in these Terms of Business; and

8.3.7  to any othercurrent or future member of the Sumer Group, provided that in suchcircumstances, we shall take appropriate steps to ensure that that other membertreat the Client Information as confidential to the same extent as set out inthese Terms of Business.

8.4     You acknowledge (and agree) that:

8.4.1  we are obligedto preserve the confidentiality of all of our clients and nothing in thisAgreement shall in any way affect our obligations to those other clients;

8.4.2  incircumstances where we act for other clients who are or who become yourcompetitors, we may take such steps as we considerappropriate to preserve the confidentiality of information given to us by you,both during and after this engagement;

8.4.3  incircumstances where we act for other clients whose interests are or could beadverse to yours, we may manage any applicable conflict of interests that couldthereby arise (and any risk to client confidentiality) by implementingappropriate safeguards to preserve confidentiality; and

8.4.4  the safeguardsreferred to above can include measures such as separate teams, physicalseparation of teams, and separate arrangements for storage of, and access to,information, and you agree that the effective implementation of such safeguardswill provide adequate measures to avoid any real risk of confidentiality beingimpaired.

8.5     We may wish to disclose that we haveperformed work for you for the purpose of marketing or publicising or sellingour services. We may also wish to mention that you are a client and the generalnature or category of work performed, as well as any details which have enteredthe public domain. In those circumstances, we shall seek your consent inadvance.

8.6     If we use external or cloud-basedsystems, we will take reasonable steps to ensure that your Client Informationis kept confidential.  We may make use ofartificial intelligence (AI) business tools and systems in connection with theprovision or our Services but we will take reasonable steps to ensure that yourClient Information is kept confidential if we do so.

8.7     This clause 8. applies in addition to our data protectionobligations set out in clause 11..

9.  Working withothers

9.1     Whilst we form part of the Sumer Group,your engagement is with us only, and you agree that no other member of theSumer Group acts for or advises you, unless that other member does so inaccordance with the clauses 9.2 or 9.3.  

9.2      Withyour prior consent, we may instruct on your behalf a third party, includinganother member of the Sumer Group, to provide a service to you in addition tothe Services we have agreed to provide. Where we do so, we may incur their fees as an expense on your behalf andinclude them in our fees to you.  A thirdparty instructed under this clause is neither a sub-contractor appointed underclause 9.3  nor one of our staff, and we do not accept anyresponsibility for any of their acts or omissions.

9.3      Wemay, on occasion, subcontract work on your affairs to a third party, includinganother member of the Sumer Group, if we consider it is necessary to giveeffect to your instructions.  If wesubcontract work to another member of the Sumer Group, unless we agree inwriting to the contrary, the engagement will be subject to these Terms ofBusiness and on the same charging basis and/or fee rates as you have agreedwith us.  

9.4     If we introduce you to a third partywith whom you enter into a separate agreement for the provision of separateservices, then we do not take any responsibility for any third party whom wework with or alongside, or to whom we have introduced you, unless otherwiseexpressly agreed in writing.  

10.  Conflicts ofinterest

10.1   Wehave safeguards that can be implemented to protect the interests of differentclients if a conflict is identified at the outset of our instruction or arisesduring the course of us providing the Services to you.  If conflicts are identified which cannot bemanaged in a way that protects your interests, then regrettably that we will beunable to provide further Services and we mayterminate this Agreement in accordance with clause 21..

10.2  If there is a conflict of interest thatis capable of being addressed successfully by the adoption of suitablesafeguards to protect your interests, we will adopt those safeguards.  During and after the period of thisAgreement, you agree that we may act for other clients whose interests compete(or might compete) with or be adverse to yours, subject of course to ourobligations of confidentiality and the safeguards set out at clauses 8. and 10.1 above.

10.3   If,during the course of us acting for you, we are provided with conflictinginstructions or information by you (for example, by two or more directors orprincipals), then we will likely consider that a conflict of interest hasarisen.  In those circumstances, we mayrefer the matter back to the board of directors/the partnership and take nofurther action until the board/partnership has agreed the action to be taken.In certain cases, we may cease acting for you in accordance with clause 21.5.

11.  DataProtection

11.1  In this clause 11., thefollowing definitions shall apply:

11.1.1  ‘shared personal data’ means any personal dataprovided to us by you, or on your behalf, for the purpose of providing (or inconnection with) the following Services to you, pursuant to our EngagementLetter with you: (i) Audit; (ii) internal audit; (iii) accounting services;(iv) bookkeeping; (v) tax services; (vi) probate services; (vii)  insolvency services; (viii) forensicservices; and (ix) legal services;

11.1.2  ‘data protection legislation’ means allapplicable privacy and data protection legislation and regulations includingPECR, the UK GDPR and any other applicable national laws, regulations andsecondary legislation in the UK relating to the processing of personal data andthe privacy of electronic communications, as amended, replaced or updated fromtime to time and the EU GDPR (Regulation (EU) 2016/679) as appropriate;

11.1.3  ‘controller’, ‘data subject’, ‘supervisory authority’, ‘personal data’, and ‘process’ and ‘processor’ shallhave the meanings given to them in the data protection legislation;

11.1.4  ‘UK GDPR’ means EU GDPR as it forms partof the law of England and Wales, Scotland and Northern Ireland by virtue ofsection 3 of the European Union (Withdrawal) Act 2018; and

11.1.5  ‘PECR’ means the Privacy and ElectronicCommunications (EC Directive) Regulations 2003 (SI 2426/2003) as amended by theData Protection, Privacy and Electronic Communications (Amendments etc) (EUExit) Regulations 2020.

11.2  When acting for you, we shall each beconsidered an independent data controller in relation to the shared personaldata. Each of us will comply with all requirements and obligations applicableto us under the data protection legislation in respect of the shared personaldata.  More information on how we mayprocess your personal data when providing the Services for which we will act asan independent controller can be found at https://sumer.co.uk/privacy-notice.Where we act as a processor on your behalf, the Annex (Data Processing Terms)to this Agreement shall apply.  

11.3  You shall only disclose  shared personal data to us where:

11.3.1  you haveprovided the necessary information to the relevant data subjects regarding itsuse (and you may use or refer to our privacy notice available at  https://sumer.co.uk/privacy-notice/ for thispurpose);

11.3.2  you have alawful basis upon which to do so, which, in the absence of any other lawfulbasis, shall be with the relevant data subject’s consent; and

11.3.3  you havecomplied with the necessary requirements under the data protection legislationto enable you to do so.

11.4  Should you require any further detailsregarding our treatment of shared personal data, please contact our ComplianceTeam at compliance@sumer.co.uk.

11.5   Weshall only process the shared personal data:

11.5.1  in order toprovide our Services to you and perform any other obligations in accordancewith our engagement with you;

11.5.2  in order tocomply with our legal or regulatory obligations; and

11.5.3  where it isnecessary for the purposes of our legitimate interests and those interests arenot overridden by the data subjects’ own privacy rights. Our privacy notice(available at https://sumer.co.uk/privacy-notice/) contains further details asto how we may process shared personal data.

11.6   Forthe purpose of providing our Services to you, you agree that we may disclosethe shared personal data to members of the Sumer Group, our regulatory bodiesor other third parties (for example, our professional advisors or serviceproviders). The third parties to whom we disclose such personal data may belocated outside of the United Kingdom. We will only disclose shared personaldata to a third party (including a third party outside of the UK) provided thatthe transfer is undertaken in compliance with the data protection legislation.

11.7  We may disclose the shared personal datato other third parties in the context of a possible sale, merger, restructuringor financing of or investment in our business. In this event we will takeappropriate measures to ensure that the security of the shared personal datacontinues to be ensured in accordance with data protection legislation. If achange happens to our business, then the new owners may use our shared personaldata in the same way as set out in these terms.

11.8  We shall maintain commerciallyreasonable and appropriate security measures, including administrative,physical and technical safeguards, to protect against unauthorised or unlawfulprocessing of the shared personal data and against accidental loss or destructionof, or damage to, the shared personal data.

11.9  In respect of the shared personal data,provided that we are legally permitted to do so, we shall promptly notify youin the event that:

11.9.1  we receive arequest, from or on behalf of a relevant data subject, to exercise their datasubject rights under the data protection legislation or a complaint or anyadverse correspondence in respect of our processing of their personal data;

11.9.2  we are servedwith an information, enforcement or assessment notice (or any similar notices),or receive any other material communication in respect of our processing of theshared personal data from the Information Commissioner’s Office or any othersupervisory authority); or

11.9.3  we reasonablybelieve that there has been any incident which resulted in the accidental orunauthorised access to, or destruction, loss, unauthorised disclosure oralteration of, the shared personal data, only where that incident results in arisk to the rights and freedoms of data subjects in accordance with Article 33UK GDPR.

11.10   Upon the reasonable request of theother, we shall each co-operate with the other and take such reasonablecommercial steps or provide such information as is necessary to enable each ofus to comply with the data protection legislation in respect of the sharedpersonal data or Services provided to you in accordance with our EngagementLetter with you.

12.  Our Fees

12.1  In consideration of the provision of ourServices, you shall pay our fees when they become due, without any right ofset-off.  Where we have more than oneclient on an engagement, all such clients are jointly and severally responsiblefor payment of our fees.

12.2  If you expect a third party (who is notour client) to be paying our fees on your behalf (a Third Party Payor),then: (a) please let us know in advance; (b) such an expectation does notrelieve you of your obligation to pay our fees under the Agreement and inaccordance with this clause 12.; (c) we mayrefuse to accept payment from a Third Party Payor; (d) we only issue invoicesto our clients and will not do so to Third Party Payors; (e) we may ask a ThirdParty Payor to provide us with any information that we need in order todischarge our legal or regulatory obligations (e.g. under The Money Laundering,Terrorist Financing and Transfer of Funds (Information on the Payer)Regulations 2017); and (f) our willingness to accept (and our acceptance of)payment from a Third Party Payor does not mean that we owe any kind of duty orresponsibility to that person.  

12.3  Our fees may reflect any of: the timespent on your affairs; the level of skill, experience, seniority andresponsibility of our personnel involved; the nature of your business; thepriority, importance and value of our Services to you; the level of risk; andexpenses incurred on your behalf.

12.4  If we provide you with an estimate ofour fees for any specific work then such an estimate is for your guidancepurposes only and will not be contractually binding.

12.5  Unless agreed otherwise in writing,where our fees reflect our staff’s time then this will be calculated on thebasis of the hours worked by each member of staff, multiplied by their standardhourly rate (unless other rates have been agreed with you).

12.6  Unless the contrary is expressly stated,our fees (and any estimates of our fees) are described exclusive of anyapplicable tax thereon.

12.7  We review our standard hourly rates eachyear. As part of this review, we may increase the hourly rate applicable to thefees payable by you for the Services and, if appropriate, we shall inform youof any such increase.

12.8  In some cases, you could be entitled toassistance with your professional fees, particularly in relation to anyinvestigation into your tax affairs by HMRC. Assistance could be providedthrough insurance policies you hold or via membership of a professional ortrade body. Other than where such insurance was arranged through us, you willneed to advise us of any such insurance cover you have. You will remain liablefor our fees regardless of whether all or part are liable to be paid by yourinsurers.

12.9  Unless otherwise agreed to the contrary,we may bill you monthly in arrears or otherwise periodically and/or oncompletion of the Services.  We may alsoprovide you with a request for payment (RFP) before providing you withour invoice.

12.10   Our RFPs and invoices will be due forpayment upon delivery of the same to you (unless otherwise agreed in writing).

12.11   Any disbursements we incur on yourbehalf, and expenses incurred in the course of carrying out our work for you,will be added to our invoices.  If it isagreed in our Engagement Letter or otherwise in writing with you, we may chargean additional fee equal to an agreed percentage of the value of time charged tocover incidental costs, which can include printing costs, IT and databaselicences and other additional costs.  

12.12   Our fees may include the costs of anythird party, counsel or other professional whom we instruct on your behalf, andsuch costs incurred by us shall be added to our invoices and you shall beresponsible for paying them.  

12.13   Where we incur on your behalf an expensein a foreign currency, at the time of billing we may charge you for any cost to us arising as a result of such expense andany exchange rate conversion.

12.14   We may charge interest plus late feesand debt recovery fees on late or unpaid invoices at the rate of 8% above bankbase rates under the Late Payment of Commercial Debts (Interest) Act 1998. Wealso may suspend our Services or to cease to act for you, having given writtennotice, if payment of any of our fees (or a RFP) is unduly delayed. We intendto exercise these rights only if it is fair and reasonable to do so. We may use any moneywe, or our related entities, may hold on your behalf as payment (whether inwhole or in part) of any sum that you owe us under this Agreement.  Wewill, however, advise you in writing before taking such action. 

12.15   If you do not accept that an invoicedfee is fair and reasonable, you must notify us within 21 days of receipt,failing which, you will be deemed to have accepted that payment is due.

12.16   If we are required by our legalobligations to make a disclosure of your Client Information to another person(including government and law enforcement agencies), then we may charge you forour time and any associated expenses incurred when doing so.  If we incur time dealing with any regulatoryobligations or investigations arising out of our provision of the Services, wealso may charge you for our time and any associated expenses incurred.  

12.17   We may ask for payment of our fees infull (including disbursements and expenses) before our work is made availableto you or any report is signed.  If youpay our fees in any way other than in arrears (for example, by way of monthlydirect debit), we shall hold such amounts on trust for you and our billed feeswill be set off against such amounts we hold for you in accordance with whathas been agreed with you in our Engagement Letter or otherwise in writing.  

12.18   In the event that we cease to act foryou, and either you or your new advisors asks us for information ordocumentation relevant to your affairs, we may charge you for our reasonablecosts of providing such information to your or new advisors. In particular, youagree to meet these costs where we are required by law to provide informationto a successor firm.

12.19   You agree that the fees payable by youfor the Services provided shall not be affected or reduced by any Commissionsretained by us in accordance with clause 7..

13.  Client serviceand Complaints

13.1  We are committed to providing you with ahigh-quality service that is both efficient and effective. If at any point youwould like to discuss with us how our service to you could be improved, or ifyou are dissatisfied with the Services you are receiving, please let us knowby, in the first instance, contacting the partner named in our EngagementLetter with you.  If your problem is notresolved or you would prefer to contact someone other than that partner pleasecontact the Managing Partner of the company providing the Services to you or,in the case of Sumer Auditco Limited or Sumer Auditco NI Limited, the AuditCompliance Principal of Sumer Auditco Limited or Sumer Auditco NI Limited.

13.2  We will consider carefully any complaintthat you make about our Services within a reasonable time frame of receiving itand we will do all we can to explain the position to you. We will acknowledgeyour letter within five business days of its receipt and endeavour to respondto your complaint within eight weeks.

13.3  If we do not answer your complaint toyour satisfaction, you can, of course, take up the matter with our professionalbody as set out more fully at https://sumer.co.uk/legal-and-regulatory-information/or in our Engagement Letter.

14.  Intellectualproperty rights and use of our name

14.1  We will retain ownership of thecopyright and all other intellectual property rights in the product of theServices including any document prepared by us during the course of carryingout the engagement except where the law specifically states otherwise.  Upon payment of our fees, you shall have anon-transferable royalty free licence to use and copy for your own purposes thedeliverables in their final form for the agreed purpose.  

14.2  You are not permitted to use our name orthe name of any member of the Sumer Group in any statement or document you mayissue unless our prior written consent has been obtained. The only exception tothis restriction would be statements or documents that are required to beissued by law.

15.  Interpretation

15.1  If any provision of our EngagementLetter or Terms of Business is held to be invalid or void for any reason orunenforceable, then that provision will be deemed not to form part of thisAgreement and the validity of each other provision will remain unaffected.  

16.  Investmentadvice (including insurance distribution services)

16.1   Investmentbusiness is regulated by the Financial Services and Markets Act 2000. If,during the provision of professional services to you, you need advice oninvestments including insurances, we may have to refer you to someone who isauthorised by the Financial Conduct Authority, as we are not.  However, certain of the members of the SumerGroup which are licensed by ICAEW, ACCA, ICAS or CAI hold a DesignatedProfessional Body licence, and may be able to provide certain investmentservices that are complementary to, or arise out of, the professional servicesbeing provided to you.

16.2  Such advice may include:

16.2.1  advising youon investments generally, but not recommending a particular investment or typeof investment;

16.2.2  referring youto a Permitted Third Party (PTP) (an independent firm authorised by theFCA), and assisting you and the PTP during the course of any advice given bythat party. This may include comment on, or explanation of, the advice received(but we will not make alternative recommendations). The PTP will issue you withtheir own terms and conditions letter, will be remunerated separately for theirservices and will take full responsibility for compliance with the requirementsof the Financial Services and Markets Act 2000 (FSMA 2000). The firm mayreceive commission from such an introduction, in which case you will be fullyinformed of the expected size and nature of such commission at the time of theintroduction;

16.2.3  advising onthe sale of a contractually based investment, other than disposing of anyrights or interests which you may have as a member of a personal pensionscheme;

16.2.4  advising andassisting you in transactions concerning shares or other securities not quotedon a recognised exchange;

16.2.5  managinginvestments or acting as trustee (or donee of a power of attorney) wheredecisions to invest are taken on the advice of an authorised person; and/or

16.2.6  assisting youin making arrangements for transactions in investments in certaincircumstances.

16.3  For corporate clients, such members ofthe Sumer Group may also, on the understanding that the shares or othersecurities of the company are not publicly traded:

16.3.1  advise thecompany as well as existing or prospective shareholders in relation toexercising rights, taking benefits or share options, valuations and methods ofsuch valuations;

16.3.2  arrange anyagreements in connection with the issue, sale or transfer of the company’sshares or other securities;

16.3.3  arrange forthe issue of new shares; and/or

16.3.4  act as theaddressee to receive confirmation of acceptance of offer documents.

16.4  The advice and services provided underthis clause 16. shall be the “Additional Services”.  We confirm in our Engagement Letter whetherwe will be providing Additional Services and we shall explain the basis uponwhich such Additional Services shall be provided.    

16.5  In the unlikely event that a liabilityarises out of the provision of the Additional Services, and the relevant memberof the Sumer Group is unable to meet its liabilities to you, you may be able toclaim compensation under the Chartered Accountants’ Compensation Scheme inrespect of exempt regulated activities undertaken. This scheme is operated byICAEW, ICAS and CAI.  Further informationabout the scheme and the circumstances in which grants may be made is availableon ICAEW’s website: www.icaew.com/cacs.

16.6  In relation to the conduct of insurancedistribution activities, some members of the Sumer Group are ancillaryinsurance intermediaries (as classified by the Financial Conduct Authority).They are not authorised by the Financial Conduct Authority. However, they areincluded on the register maintained by the Financial Conduct Authority so thatthey can carry on insurance distribution activity, which is broadly theadvising on, selling, and administration of insurance contracts. This part oftheir business, including arrangements for complaints or redress if somethinggoes wrong, is regulated by ICAEW, ICAS, and/or CAI. The register can beaccessed from the Financial Conduct Authority’s website at www.fca.org.uk/register.

17.  Lien

17.1  Insofar as we are permitted to so by lawand our professional obligations, we may exercise a lien over all funds,documents and records in our possession relating to all engagements for youuntil all outstanding our fees are paid in full.

18.  Limitation ofthird party rights; third party claims

18.1  Save as provided in clause 19.7  below, a party tothis Agreement is the only person who has the right to enforce any of itsterms, and no rights or benefits are conferred on any third party under theContracts (Rights of Third Parties) Act 1999, the Contract (Third Party Rights)(Scotland) Act 2017 or otherwise.

18.2  If you breach any of your obligationsunder our Agreement and, as a result, there is a claim made or threatenedagainst us by a third party, you hereby agree to indemnify us and our agentsand compensate us and reimburse us for and protect us against any loss, damage,expense or liability reasonably incurred by us which results from or arisesfrom any such breach and any such claim (including any claim for negligence).

19.  Limitation ofliability

19.1   Thisclause19. shall not apply in respect of our provision of Servicesunder this Agreement to the extent that they concern “the audit of accounts” ofa company and are therefore within the scope of s.532(1) of the Companies Act2006.  

19.2  For the purposes of this clause 19., referencesto “you” and “client” include any “Addressee” as defined at clause 24.3  below.

19.3  You agree that our maximum aggregateliability to you under this Agreement, of any kind, howsoever and wheneverarising, in any way connected with our provision of the Services, and includingour liability to you in contract, trust, tort (including negligence) or for anyother breach or fault on our part, and including any obligation, judgment oragreement on our part to pay damages, compensation, restitution, interest, orlegal costs, shall be limited to the sum of £100,000 (the Liability Cap).

19.4  To the extent that we act for more thanone client under this Agreement, our total maximum aggregate liability to allsuch clients shall be the Liability Cap, and it will be a matter for you howthe Liability Cap is apportioned between you.

19.5  The Liability Cap shall apply to theprovision of Services to you as set out in the Engagement Letter, or otherwisein writing, or in the absence of a written description of the Services, itshall apply to the entirety of the Services provided to you under thisAgreement.  

19.6  We confirm that the Liability Cap willnot apply to any acts, omissions or representations that are in any waycriminal, dishonest or fraudulent or any other liabilities that cannot belawfully limited or excluded.

19.7   You agree that this Agreement is between the entityproviding you with the Services (as set out in the Engagement Letter orelsewhere), and you may not bring any claim personally against any of ourcurrent or former staff, including any principals, directors, members or employees on a personalbasis. You accept that all Services provided to you during the course of anyengagement in accordance with this Agreement are provided to you by us and thatyour sole recourse is against the member of the Sumer Group set out in theEngagement Letter (or otherwise expressly agreed in writing).  For the purpose of this clause 19.7  only, you agree that any third party(including but not limited to firms, partners, members, companies, directors,shareholders or employee and/or employees or consultants of this particularfirm) will be entitled to exercise their rights to enforce the terms of thisprovision under the Contracts (Rights of Third Parties) Act 1999,  Contract (Third Party Rights) (Scotland) Act2017 or otherwise.

19.8  Under no circumstances will we be liableto you in contract, tort or otherwise for loss of profit, loss of revenue oropportunity, corruption or loss of data, anticipated savings, damage togoodwill, wasted management or staff time, or any punitive or exemplarydamages, whether or not the likelihood of such could have been reasonablycontemplated.  

19.9  If we are liable to you for loss underthis Agreement (or in respect of the Services), and you, an Addressee and/or athird party has contributed to the same loss, we shall only be liable for suchproportion of the loss as may reasonably be attributed to us as a just andequitable amount taking into account the contribution to the loss for whichyou, the Addressee and any third party are responsible. In assessing theapportionment of loss for this purpose, no account will be taken of anycontractual or other limitation on any third party’s liability or of the factthat it may not be possible to recover loss from the third party (whether dueto insolvency, limitation, the effluxion of time, or otherwise). Where ourproportionate liability has not been determined by a court, an expert shalldetermine the extent of the responsibility of any third party for the loss andthe corresponding reduction in our liability, and the expert’s determinationshall be final. Any judgment in favour of you or an Addressee shall be deemedto be fully and finally satisfied when paid, after making any reduction in ourliability as determined by the expert together with any costs awarded in youror the Addressees’ favour by the expert. Our Liability Cap shall apply afterthe operation of this clause.

19.10   You agree to hold harmless and indemnifyus, our principals, subcontractors and staff, to the fullest extent permittedby law for any loss suffered by us arising from any misrepresentation(intentional or unintentional) supplied to us orally or in writing inconnection with this Agreement or arising from your non-compliance with dataprotection legislation, non-compliance with clause 11. of this Agreement or the Annex (DataProcessing Terms) to this Agreement .

19.11   Any action (including any proceeding ina court of law) in connection with this Agreement or the Services must bebrought within 2 years from the earlier of the date on which you became aware,and the date on which you ought to have become aware, of the facts giving riseto the action and, in any event, within 4 years of the date of the act oromission that is alleged to have given rise to the action. If you are aconsumer, your statutory rights will not be affected.

20.  ForeignAccount Tax Compliance Act (FATCA) and Common Reporting Standards

20.1  Unless agreed specifically in a separateEngagement Letter, we are not responsible for your compliance with theInternational Tax Compliance (United States of America) Regulations 2013 (the FATCARegulations), produced as a result of FATCA.  In particular, we are not responsible for thecategorisation of any UK entity into either a Financial Institution (FI) or anactive or passive Non-Financial Foreign Entity (NFFE) nor, if a FinancialInstitution, for its registration with the US Internal Revenue Service (IRS)and subsequent submission of the required annual returns to HM Revenue &Customs.  

20.2   However,if requested to do so, we may be able to provide advice to you on thecompletion of the forms supplied by Financial Institutions under the FATCARegulations, or under Common Reporting Standards, and used by them to determinethe status of an entity. We may also be able to provide advice on setting upthe appropriate systems to identify and report on your clients or beneficiarieswho are foreign citizens affected by FATCA or Common Reporting Standards.  Any agreement to provide advice under thisclause 20.2 shall be in writing.  

21.  Period of ourengagement and termination

21.1   Unlessotherwise agreed in writing, our work will begin when we receive implicit orexplicit acceptance to the terms set out in our Engagement Letter, or in theabsence of an Engagement Letter, to the terms set out by us in writing. We willtreat such acceptance as your instructions to start work at once.

21.2  Unless ended earlier under this clause 21., ourAgreement comes to an end when we finish our provision of Services in relationto our engagement.

21.3  Under the Consumer Contracts(Information, Cancellation and Additional Charges) Regulations 2013, If you area “consumer” (as defined in those Regulations, namely “an individual acting forpurposes which are wholly or mainly outside that individual’s trade, business,craft or profession”), then you have a statutory right to cancel our Agreementwithin fifteen days from the date of its acceptance.  You can do so by informing us in writing and,if you have told us to start work at once (as to which see clause 21.1  above), then youwill be liable for our fees incurred up to the date of cancellation.  This statutory right is in addition to yourother contractual entitlements to terminate set out in this document.

21.4  Each of us may terminate this Agreementby giving not less than 21 days’ notice in writing to the other party.

21.5   Wemay terminate this Agreement with immediate effect in the followingcircumstances:

21.5.1  If you fail tocooperate with us or we have reason to believe that you have provided us orHMRC with misleading information.

21.5.2  In the eventof (a) your insolvency, bankruptcy or other arrangement being reached withcreditors; (b) an independence issue or change in the law or regulations whichmeans we can no longer act for you; (c) failure to pay our fees by the duedates; or (d) either party being in breach of their obligations if this is notcorrected within 30 days of being asked to do so.

21.5.3  If wereasonably believe that providing the Services, dealing with you or receivingpayment from you would be in breach of any applicable trade or economicsanctions, export control, embargo or similar laws, regulations, rules,measures, restrictions, restricted or designated party lists, licences, orders,or requirements, in force from time to time, including without limit those ofthe European Union, the United Kingdom, the United States and the UnitedNations (Sanctions Rules), you fail to satisfy due diligence requestsmade by us in connection with compliance with Sanctions Rules or other relevantlaws or regulations or you do anything which is in breach of, or would cause usto be in breach of, Sanctions Rules.

21.5.4  If we areentitled or required to under any applicable regulatory provisions.

21.5.5  Ifthere is an irreconcilable conflict as set out in clauses 10.1  and/or 10.3  above.

21.6   Inthe event of termination of this Agreement, we will endeavour to agree with youthe arrangements for the completion of work in progress at that time, unless weare required for legal or regulatory reasons to cease work immediately. In thatevent, we will not be required to carry out further work and shall not beresponsible or liable for any consequences arising from termination.

21.7  In the absence of either of usterminating the Agreement, the Agreement shall come to an end when we havefinished providing the Services and you no longer instruct us.  Should we continue to advise you formally orinformally after the termination or end of this Agreement, these Terms ofBusiness shall continue to apply.

21.8  You shall remain liable to pay our feesincurred up to the date of termination. If our Services are being providedunder a fixed fee, we may charge you for part or all of the fixed feecommensurate with the proportion of work that has been done up to the date oftermination, or we may charge you for the time we have spent on thematter.  

21.9  Termination under this clause 21. will be without prejudice to any rights thatmay have accrued to either of us under this Agreement before termination.

21.10   If this Agreement comes to an end, wewill normally issue you with a disengagement letter, in accordance with ourprofessional obligations, to ensure that our respective responsibilities areclear.  The absence of a disengagementletter is not determinative, and the Agreement may come to an end without adisengagement letter being issued.  

22.  Professionalrules and statutory obligations

22.1  As set out above (for example at clause21.6), we may be obliged to act or omit to act by reason of our need to complywith our regulatory and legal obligations. In such circumstances, we will not be liable for any loss, damage, costor other adverse consequence arising from our compliance with our statutory orregulatory obligations, including (where applicable) those of the ICAEW, ACCA,ICAS and CAI.

22.2  Sumer Auditco Limited and Sumer AuditcoNI Limited are statutory auditors eligible to conduct audits under theCompanies Act 2006. When conducting audit work, they are required to complywith the Ethical and Auditing Standards issued by the FRC, which can beaccessed online at www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors.aspx.

23.  Qualitycontrol

23.1  As part of our ongoing commitment toprovide a quality service, our files are periodically reviewed by anindependent regulatory or quality control body. These reviewers are highlyexperienced professionals and are bound by the same rules of confidentiality asour principals and staff.

23.2  When dealing with HMRC on your behalf weare required to be honest and to take reasonable care to ensure that yourreturns are correct. To enable us to do this, you are required to be honestwith us and to provide us with all necessary information in a timely manner.For more information about ‘Your Charter’ for your dealings with HMRC, visit https://www.gov.uk/government/publications/hmrc-charter.To the best of our abilities, we will ensure that HMRC meet their side of theCharter in their dealings with you.

24.  The provisionof Our Services

24.1  Unless agreed otherwise in theEngagement Letter, our Services are for your sole use, we only act for you, andwe do not act for any of your affiliates or for any other person.

24.2  We accept no responsibility to any thirdparty for the provision of our Services or their content.  

24.3   Youshall not provide our Services to any third party unless we have expresslyagreed to this in our Engagement Letter or we have otherwise agreed in writing.For the purposes of this clause 24.3 , “provide” includescommunicating our work-product in part, or as a copy, or in summary, or thegist thereof. If we expressly agree that you can provide our Services to athird party (an Addressee), then you shall procure from that Addresseeits agreement (with us) and acknowledgment that our Services have been providedsubject to the terms of this Agreement and you shall bring to that Addressee’sattention the contents of these Terms of Business.

24.4  Where our Services consist of advice toyou, then we will use reasonable efforts to record such advice to you inwriting. If we provide advice to you orally then it is not intended to berelied upon by you unless it is confirmed by us in writing. If, therefore, weprovide oral advice (for example, during the course of a meeting or a telephoneconversation) and you wish to be able to rely on that advice, you must ask forthe advice to be confirmed by us in writing.

24.5  Where our Services consist of theprovision to you of documents described as draft or interim thenyou shall place no reliance on such documents until we have provided them infinal form or told you in writing that they can be treated as final.  

24.6   Unlessexpressly agreed in writing with you, we are not responsible for, and we shallnot review, any work undertaken by our predecessors before we wereinstructed.  

24.7   OurServices reflect the Circumstances that we consider to be applicable at thedate of our provision of those Services. Once provided in final form, we areunder no duty to update our Services so as to reflect any change inCircumstances nor are we obliged to revisit our Services after their provision.We will not accept any responsibility if you act on our Services after the dateof their provision without first obtaining from us confirmation that theServices are still valid in light of any change in Circumstances. We will notaccept liability for losses arising from changes in the law, or theinterpretation thereof, that occur after the date on which our Services areprovided. For the purposes of this clause 24.7, “Circumstances”means the information and documents that you have provided us during ourAgreement, as well the rules, orthodoxies, methodologies, guidance, regulationsand laws existing, at the date of provision of our Services.

25.  Retention ofrecords

25.1  You agree that for the duration of thisAgreement, you shall retain the originals or copies of any documents andinformation (physical and electronic) which are relevant to the provision ofour Services.   You have a legalresponsibility to retain documents and records relevant to your financialaffairs.

25.2  During the course of our work, we maycollect information from you and others, including information anddocumentation relevant to your tax and financial affairs. We may keep onlycopies of your documents and information and destroy the originals, unlessotherwise agreed with you in writing at the time the documents and/orinformation are provided to us.  If youwould like us to return any original documents to you, please inform us at thetime that the documents are provided to us. Please note that you are requiredby law to retain documents and records relevant to your tax affairs as follows:

25.2.1  Individuals,trustees and partnerships: (a) with trading or rental income: five years and 10months after the end of the tax year; (b) otherwise: 22 months after the end ofthe tax year.

25.2.2  Companies,Limited Liability Partnerships, and other corporate entities: six years fromthe end of the accounting period.

25.3  Although certain documents may legallybelong to you, we may destroy correspondence and other papers that we storeelectronically or otherwise that are more than seven years old. You must tellus if you wish us to keep any document for any longer period, and we may make areasonable charge for doing so. We may also charge you for making copies ofdocuments.

25.4  We may retain shared personal data ifrequired or permitted pursuant to clause 11. of this Agreement.  

25.5  We may not be able to completely eraseany electronic information that you provide to us, but it shall remain subjectto our obligations of confidentiality under this Agreement.

26.  The Provisionof Services Regulations 2009

26.1  As required by the Provision of ServicesRegulations 2009 (SI 2009/2999), details of our professional registrations,including audit registration of the members of the Sumer Group providing auditservices, can be found at www.sumer.co.uk.  

26.2  In accordance with the disclosurerequirements of the Provision of Services Regulations 2009, and as set out atclause 1.13 above, details of our professional indemnityinsurer are provided on our website.

27.  Timing of ourservices

27.1  If you provide us with all informationand explanations on a timely basis in accordance with our requirements, we willplan to undertake the work within a reasonable period of time to meet anyregulatory deadlines. However, failure to complete our Services before any suchregulatory deadline would not, of itself, mean that we are liable for any loss,penalty or additional costs arising.

28.  Non-solicitationof our staff

28.1  By instructing us to act for you, youagree that at all times while you are using our Services and for 12 monthsafter you cease to use our Services, you will not, directly or indirectly,solicit, employ, retain (including as a consultant) or encourage to leave theemployment or engagement of the Sumer Group any employee or contractor, or anyformer employee or contractor of the Sumer Group.  This restriction,however, only applies to employees and contractors who you have dealt with inthe course of their employment or engagement with us in the previous 12 months,or, where we have ceased to provide Services to you, in the 12 months’immediately prior to such cessation.  You agree and acknowledge that yournon-solicitation obligations hereunder are essential to the protection of ourbusiness.

28.2  In the event you choose to seek ourconsent to action which is prohibited under this clause, Sumer may choose toimpose a fee for such consent, to be determined at our sole discretion.

29.  Advanced taxplanning

29.1   Wemay from time to time introduce you to advanced tax planning consultants whowill undertake bespoke tax planning assignments on your behalf. In suchcircumstances we are acting solely as introducer and will not be responsiblefor advice on the use of such strategies. For the avoidance of doubt, any taxstrategies falling within the DOTAS (Disclosure of Tax Avoidance Schemes) rulesare covered by this clause.            

30.  HEALTH ANDSAFETY AT WORK ACT 1974 AND TREATMENT OF EMPLOYEES

30.1  When our staff are working on yourpremises you will assume day-to-day responsibility for their health and safetyand make them aware of any control measures introduced for the protection ofyour employees. Please ensure that your Public Liability insurance covers ourstaff. You will indemnify us from any claim arising from your failure to adhereto this requirement.

30.2  You and we agree to: (a) foster anappropriate working environment and treat our respective employees with respectand honesty; and (b) refrain from any discriminatory or harassing behaviourwith regards to age, disability, race, sex, sexual orientation, or otherprotected characteristic as defined in the Equality Act 2010. 

31.  Other matters

31.1  If you or we are unable to perform acontractual obligation under this Agreement as a result of a cause that isbeyond that person’s reasonable control and that arises without fault on thatperson’s part, then that one must promptly notify the other of this, givingfull reasons, and for the duration of that inability the performance of thatcontractual obligation is suspended.

31.2  Neither you nor we shall be entitled toassign any rights, obligations or claims relating to this Agreement, save thatwe may novate this Agreement to any successor to our business or any othermember of the Sumer Group, and you agree that you will facilitate the transferof the Agreement to any such successor or member.  

31.3  In addition to the Services referred toin the Engagement Letter, we may agree to provide you with advice andassistance on other accounting, financial and business matters of interest orconcern to you.  In all such cases,except where the advice or assistance is incidental to the services covered inthe Engagement Letter, we will agree these with you in separate terms ofengagement and set these out in a separate letter with accompanying standardterms of business.

31.4  Where we manage subscriptions ofsoftware containing your information, we will be responsible for adding andremoving access for staff to these records to enable us to provide our servicesin an effective manner as engaged. Where you hold the subscription it will beyour responsibility to provide copies of information in a suitable way, orprovide access for our staff to your systems, for us to complete our work.Where this is not provided we will not be held accountable for lack of deliveryof our services. Where you hold the subscriptions you will also be responsiblefor removing members of our team that you add, as and when a specific task iscompleted and they no longer require access. We will not be held accountable ifyou do not remove individuals from your systems who go on to access yourrecords.

31.5  Members of the Sumer Group are membersof global associations of independent accounting firms (Global Associations).No Global Association member firm is an agent or partner of the Association orof any other member firm. No Global Association member has the authority toenter into any legal obligations on behalf of the Association or any otherGlobal Association member firm. If we or another member of the Sumer Groupintroduce you to another Global Association member firm, we and the othermembers of the Sumer Group are not responsible for and have no liability forany work performed by that Global Association member firm. You should make yourown contractual arrangements with that firm for any work that they perform. Thefact that you may have been introduced to us by another Global Associationmember firm does not make that firm, its partners or its employees responsiblefor any of our acts or omissions. We and the other members of the Sumer Groupare not the agent or partner of any Global Associations or any other GlobalAssociation member firm, and do not have the authority to enter into legal obligationson behalf of either the association or any other member firm thereof.  You agree that we have the sole liability forany work performed under this Agreement and you undertake not to make any claimor bring any proceedings against any Global Association or any other GlobalAssociation member firm in relation to work covered by this Agreement.

31.6   Withthe exception of the provision of probate services by Sumer Probate Ltd, we arenot qualified or authorised to provide any kind of legal services, and we donot owe you any kind of duty to provide legal services. For the purposes ofthis clause 31.6, legalservices  means “legal activity” asdefined in section 12(3) of the Legal Services Act 2007 as well as any otherlegal services customarily provided by persons who are regulated by an“approved regulator” under that Act and do so in a professional capacity.  These Terms of Business do not apply to anyengagement with Sumer Law Limited.

32.  USING OURREGISTERED OFFICE SERVICE

32.1   Whereyou use our office address as your registered office, to meet related statutoryrequirements, and / or our registered email service, we agree to forwardcorrespondence at an agreed fixed annual fee. Emails from Companies House willbe monitored and acted on appropriately in accordance with any agreed companysecretarial services engaged.

32.2    Shouldthe amount of correspondence you receive be significantly more than officialgovernment documents or extraneous to your activities, we may charge an extrafee to cover additional administration and postage.  Please note we willnot be able to receive parcels or deliveries where a business address should beused rather than the registered office.

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ANNEX – Data Processing Terms

1.  DATAPROTECTION (DATA PROCESSOR)

1.1     In this Annex:

1.1.1  ‘clientpersonal data’ means any personal data provided to us by you, or on yourbehalf, for the purpose of providing the following Services to you, pursuant toour Engagement Letter with you: (a) payroll services; (b) IT services; (c) HRservices; and (d) any other Services where we will process personal data onyour behalf from time to time;

1.1.2  ‘dataprotection legislation’ means all applicable privacy and data protectionlegislation and regulations including PECR, the UK GDPR and any otherapplicable national laws, regulations and secondary legislation in the UKrelating to the processing of personal data and the privacy of electroniccommunications, as amended, replaced or updated from time to time and the EUGDPR (Regulation (EU) 2016/679) as appropriate;

1.1.3  ‘controller’,‘data subject’, ‘personal data’, ‘personal data breach’, ‘processor’,‘process’ and ‘supervisory authority’ shall have the meaningsgiven to them in the data protection legislation;

1.1.4  ‘UK GDPR’means EU GDPR as it forms part of the law of England and Wales, Scotland andNorthern Ireland by virtue of section 3 of the European Union (Withdrawal) Act2018; and

1.1.5  ‘PECR’means the Privacy and Electronic Communications (EC Directive) Regulations 2003(SI 2426/2003) as amended by the Data Protection, Privacy and ElectronicCommunications (Amendments etc) (EU Exit) Regulations 2020.

1.2      Weshall both comply with all applicable requirements of the data protectionlegislation. This clause is in addition to, and does not relieve, remove orreplace, our obligations under the data protection legislation.

1.3     We both acknowledge that for thepurposes of the data protection legislation, you are the controller and we arethe processor. The Schedule below sets out the scope, nature and purpose ofprocessing by us, the duration of the processing and the types of personal dataand categories of data subject.

1.4     In respect of the client personal data,we shall:

1.4.1  process theclient personal data only in accordance with your lawful documentedinstructions, unless otherwise required by applicable laws in which case wewill inform you of such a requirement unless prohibited by applicable law;

1.4.2  maintaincommercially reasonable and appropriate security measures, includingadministrative, physical and technical safeguards, to protect againstunauthorised or unlawful processing of any client personal data and againstaccidental loss or destruction of, or damage to, such client personal data;

1.4.3  at your choicereturn or delete all the client personal data upon the termination of theengagement with you pursuant to which we agreed to provide the Services;

1.4.4  ensure thatonly those personnel who need to have access to the client personal data aregranted access to it and that all of the personnel authorised to process theclient personal data are bound by a duty of confidentiality;  

1.4.5  where wetransfer the client personal data to a country or territory outside the UK, todo so in accordance with data protection legislation;

1.4.6  notify youpromptly if: (a) we receive a request, from or on behalf of a relevant datasubject, to exercise their data subject rights under the data protectionlegislation or a complaint or any adverse correspondence in respect of theprocessing of their client personal data; or (b) we are served with aninformation or assessment notice or receive any other material communication inrespect of our processing of the client personal data from the InformationCommissioner’s Office or any other supervisory authority.

1.4.7  notify you, inthe event that we reasonably believe that there has been a personal data breachin respect of the client personal data without undue delay, and in any event nolater than 48 hours from the date of us becoming aware of the personal data breach;

1.4.8  at your costand upon receipt of your prior written notice allow you, on an annual basisand/or in the event that we notify you of personal data breach in respect ofthe client personal data, reasonable access to the relevant records, files,computer or other communication systems, for the purposes of reviewing ourcompliance with the data protection legislation and to assist with demonstrating your compliance with dataprotection legislation;

1.4.9  providereasonable assistance to enable you to fulfil your obligations to respond andcomply with requests for exercising data subject’s rights pursuant to dataprotection legislation, including making any notifications to the InformationCommissioner’s Office or other supervisory authority; and

1.4.10  provide suchassistance and information as you reasonably require in order to demonstratecompliance with data protection legislation including (without limitation) yourobligations relating to data security, conducting and the implementation ofdata protection impact assessments and with any consultation with theInformation Commissioner’s Office or supervisory authority..

1.5     Without prejudice to the generality ofclause 1.2  above, you willensure that you have all necessary appropriate consents and notices in place toenable the lawful transfer of the client personal data to us.

2.  SCHEDULE

2.1      This Schedule includes certain details of theprocessing of client personal data as required by Article 28(3) of the UK GDPR.

Subject matter and duration of the processing ofclient personal data

2.2      The subject matter and duration of the processingof the client personal data are set out in the Engagement Letter between us.

The nature and purpose of the processing of clientpersonal data

2.3      We may, on occasion, process personal data wheninstructed by yourselves as an independent controller. This processing is notcarried out on an automated or bulk basis, but as and when appropriate, inaccordance with your instructions or our legal obligations. In thesesituations, both parties will comply with clause 11.  of thisAgreement.

2.4      We may use personal data to establish identity,communicate with HMRC & Companies House, verify information for auditpurposes, process payroll, prepare tax and accounting information.

The types of client personal data to be processed

2.5      Payroll services:

2.5.1  Personal data which may be processed includes:

2.5.2  Full name, Date of Birth, Address Details, Gender Information, NationalInsurance Number, Email Address, Salary and Tax information.

2.5.3  Special category personal data: Health status and disabilityinformation.

2.6      IT services:

2.6.1  Personal data which may be processed includes:

2.6.2  Full name, Address Details, Contact Information including Email Addressand Telephone contact number and Purchase History.

2.7     HR services:

2.7.1  Personal data which may be processed includes:

2.7.2  Full name, Date of Birth, Address Details, Gender Information, NationalInsurance Number, Email Address, Salary, Role and responsibilities, Hoursworked, and Tax information.

2.7.3  Special category personal data: Health status and disabilityinformation.

Special Category Personal Data

2.8     Save as setout above, in the normal course of our activities we would not expect toprocess any special categories of personal data whilst carrying out thisengagement. Should we have a requirement to process this category of personaldata, we would inform you in advance and explain the basis on which this datais being collected/processed and seek consent where appropriate.

The categories of data subject to whom the clientpersonal data relates

2.9      Payroll services:

2.9.1  Your employees and contractors

2.10   IT services:

2.10.1  Your employees and contractors

2.11   HR services:

2.11.1  Your employees and contractors, candidates for employment and thirdparties providing references.

Your obligations and rights

2.12   Your obligations and rights are set out in theEngagement Letter between us.

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