These Terms of Business apply in respect of the services you have engaged CredSol Business Services Limited to provide under the attached Engagement Letter (or Proposal) (“Services”). These Terms of Business and the Engagement Letter (or Proposal) form the basis of the contract between you and CredSol Business Services Limited ("Contract"). This Contract forms the entire agreement between you and CredSol Business Services Limited relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications (written or oral).

1. PERFORMANCE OF THE SERVICES

1.1 The scope of the Services is limited to the work specified in the Engagement Letter (or Proposal). Either you or CredSol Business Services Limited may request changes to the Services.

1.2 We will use reasonable commercial efforts to provide the Services in an efficient and timely manner using all reasonable skill and expertise.

1.3 The Services are not legal Services and do not constitute legal advice.

1.4 Dates in any timetable set out in the Engagement Letter (or Proposal) or otherwise advised are intended for planning and estimating purposes only and are not contractually binding.

1.5 The Services will be provided solely for your benefit and use. We accept no liability or responsibility to any third party in respect of the Services.

1.6 In the course of providing the Services, we may provide oral comments or draft reports, presentations, letters, schedules and other documents. You may not rely on such oral comments or draft documents, conclusions or advice as they may be subject to further work, revision and other factors. The final results of our work will be set out in its final report or advice.

1.7 We will not audit or independently verify the accounting records or information that you have provided in connection with the Services unless specifically engaged to do so.

1.8 Our work will be based on documents and information provided to us, or obtained by us in connection with the Services. We will not verify the accuracy and completeness of such documentation or information unless specifically engaged to do so, or to the extent necessary to perform an assurance engagement.

1.9 Changes in the law may take place before our advice is acted upon or may be retrospective in effect. We accept no responsibility to inform you of changes in the law or interpretations affecting advice previously given by us.

1.10 We often have to rely on external information or public records to carry out your instructions. We do not verify the information or public records for accuracy or completeness. We do not accept responsibility and will not be liable for any direct or indirect damage or loss caused by errors or omissions in external information.

2. YOUR OBLIGATIONS

2.1 The timely completion of the Services requires your cooperation in the provision of information, documents and resources relevant to the Services. Estimates of time for completion of the Services are given on the assumption that we receive this cooperation. We may charge additional fees and expenses which result from delays in providing this cooperation.

2.2 You agree to:

(a) provide all information, documents and resources (“Materials”) that we reasonably require to enable us to provide the Services including arranging access to third parties, your premises and systems, and providing reasonable working facilities for us (where applicable);

(b) ensure that appropriate back up, security and virus checking procedures are in place for any computer facilities you provide;

(c) make senior staff available for consultation on request;

(d) make decisions promptly to facilitate the performance of the Services;

(e) bring to our attention any changes in the Materials provided to it as originally presented, and ensure that Materials supplied by you or on your behalf, to the best of your knowledge and belief, is not false or misleading and does not omit material particulars.

2.3 You acknowledge that information relating to you, or that you make available and known by our Principals/Partners or staff who are not engaged in performing the Services, shall not be deemed to have been made available to the individuals within CredSol Business Services Limited who are engaged in the provision of the Services.

2.4 Except as required by law, you must not provide any documentation or deliverables in respect of the Services to any third party (including without limitation, the filing of information containing or referring to any of our reports with regulators or the inclusion of our reports in any public document) without our written consent.

2.5 We advise and you acknowledge that:

(a) you are responsible for the accuracy and completeness of the particulars and information (including the Materials) provided by you;

(b) any advice given to you is only an opinion based on the actual knowledge of your particular circumstances of individuals within CredSol Business Services Limited who are engaged in the provision of the Services; and

(c) a candidate (you) has obligations under self-assessment to keep full and proper records in order to facilitate accurate required services.

3. CONFIDENTIALITY

3.1 In this Contract, “Confidential Information” means all non-public information or documents which either party receives or produces in connection with the Services (including our working papers, the Engagement Letter (or Proposal) and our business processes and methodologies) but does not include any information which is:

(a) or becomes generally available to the public other than as a result of a breach of this clause;

(b) known to the other party prior to us commencing the Services;

(c) received from a third party who owes no obligation of confidence in respect of the information; or

(d) developed by either party independently of the Services to which this Contract relates.

3.2 Subject to clause 4.4, neither you nor CredSol Business Services Limited may disclose Confidential Information about or belonging to the other without the other’s consent.

3.3 Notwithstanding the above, we may disclose Confidential Information to other affiliated entities or CredSol Business Services Limited or contractors in relation to the provision of the Services, to assist in quality assurance reviews or for any other purpose in our Privacy Policy. If you object to being included in any of these reviews, you must advise us in writing at the commencement of the Contract and we will use our best endeavors to exclude this Contract and the Services from such reviews.

3.4 Either party may disclose Confidential Information:

(a) to its advisors, provided that such persons agree or are otherwise required to ensure that the Confidential Information remains confidential;

(b) to the extent required to do so by law; or

(c) to the extent required for the proper performance of the Services.

3.5 Provided we do not disclose any Confidential Information, we may cite the performance of the Services to clients as an indication of our experience.

3.6 You must not use our name or logo on any websites or in any public statement, (including filing all or part of a report with a regulator or including all or part of a report in any public document) without obtaining our prior written consent. You must not make any public statement about us or the Services without our prior consent.

4. GENERAL

4.1 Engagement team

(a) We will use reasonable efforts to ensure that individuals named in the Engagement Letter (or Proposal) are available to perform the Services.

(b) For the duration of the Contract, and for a period of 12 months after its termination or completion of the Services, you must not employ or procure a third party to employ any of our employees who has taken part in the performance of the Services without our prior consent. If you offer employment to such an employee, and the employee accepts the offer  (whether or not we have given our prior consent), then you must pay a fee to us, calculated at 30% of the relevant employee’s gross annual salary package. You acknowledge and agree that this fee represents a genuine pre-estimate of the loss CredSol Business Services Limited will incur in the event the employee terminates its employment with us due to your offer of employment in the circumstances described in this clause.

(c) However, nothing contained in this clause shall be deemed to prohibit you and any of your affiliates from soliciting for employment or hiring any employee of CredSol Business Services Limited or any of its affiliates who have already had their employment terminated by CredSol Business Services Limited or any of its affiliates.

4.2 Relationship with other clients

We provide services to other clients, some of whom may be in competition with you or have interests which conflict with your own. We are not prevented or restricted by virtue of our relationship with you under this Contract from providing services to other clients.

4.3 Our relationship with you

You acknowledge and agree that our relationship with you is that of an independent contractor. Neither party may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledges that is has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.

4.4 Term and Termination

(a) This Contract commences on the commencement date stated in the Engagement Letter (or Proposal). If no commencement date is specified, the Contract commences on the date of acceptance (as specified in the Engagement Letter (or Proposal)), or the date on which the Services commenced, whichever is earlier.

Subject to any statutory provisions that apply to the Services, either party may terminate this Contract at any time by giving at least 14 days written notice. On termination, you shall immediately pay on request all fees and expenses due in respect of the Services provided up to the date of termination and, unless the Contract is terminated for cause, you will pay our reasonable costs and expenses incurred in connection with the termination of the Contract. For the avoidance of doubt, the date of termination is the date on which any period of notice expires

(b) If our engagement relates to an external audit engagement and is terminated:

      (i) the statutory provisions of Section 140 of the Companies Act 2013 apply; and

      (ii) the Directors authorise us to discuss your affairs with our successors, in accordance  with professional standards and guidance.

(c) We may immediately terminate the Contract, by providing notice in writing, if our provision of Services to you will result or has resulted in us ceasing to be independent in relation to an audit client. You will immediately pay on request the fees due for all of the Services provided up to the date of termination.

(d) Termination of the Contract shall be without prejudice to any of the parties' accrued rights. The following clauses continue to apply after termination of the Contract: 4, 5, 6, 7 and 9. The terms of the Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind the parties.