General Terms and Conditions of Business

1. Definitions

 

“Additional Terms” means any other terms applicable to the Services included with or referenced in the Engagement Letter.

 

“Agreement” means the contract formed by the Engagement Letter, these General Terms, and any Additional Terms.

 

“Affiliates” means any legal entity that, directly or indirectly, controls, or is controlled by, or is under common control with you

.

“Charges” means the fees, expenses and applicable taxes payable for the Services.

 

“Confidential Information” means any information that has been or will be made available, directly or indirectly, by one Party to the other in connection with the Services, that is marked or communicated as confidential or whose nature is such that a recipient would reasonably

consider it confidential, including, without limitation, business plans, proposals, product development details, methodologies, software code and specifications and financial information. Confidential Information excludes Excluded Information.

 

“Deliverable” means any advice, report or other product of the Services provided to you in any form.

 

“Engagement Letter” means the letter sent to you referencing these General Terms.

 

“Engagement Team” means the Pebble Ridge Financial Persons who are individuals delivering the Services.

 

“Excluded Information” means information that: (i) is or becomes generally available in the public domain through no fault of either the receiving Party or those to whom the receiving Party has disclosed the Confidential Information; or (ii) was or becomes known to the receiving Party free of any obligation of confidence from a third party entitled to make such disclosure; or (iii) was developed by a Party independently of the other’s Confidential Information.

 

“General Terms” means these terms and conditions.

 

“IPRs” means all intellectual property rights including all rights in and to inventions, utility models, patents, copyright, trade marks, logos, trade and business names, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) in every case whether registered or unregistered and all similar or equivalent rights or forms of protection (whether now or in the

future) anywhere, and references to “IPR” means any of them.

 

“Pebble Ridge Financial” or “we” (and derivatives) means Pebble Ridge Financial Ltd (a UK limited company).

 

“Pebble Ridge Financial Persons” means Pebble Ridge Financial and all of our employees, suppliers and agents.

 

“Other Beneficiaries” means any person identified in the Engagement Letter as a beneficiary of the Services or any Deliverable other than you.

 

 

“Party” means either of Pebble Ridge Financial and you and “Parties” shall mean both

Pebble Ridge Financial and you.

 

“person” means individuals, corporate and unincorporated bodies.

 

“Regulatory Authority” means the relevant authority/authorities for the Services provided under this Agreement

 

“Services” means the services to be delivered by us under the Engagement Letter.

 

“Tax Authority” means the relevant tax authority/authorities for the Services provided under this Agreement

 

“you” (and derivatives) means the addressee(s) of the Engagement Letter

and, if the context requires, Other Beneficiaries.

 

 

2 The Agreement

 

2.1 This Agreement sets out the entire agreement between the Parties in connection with the Services and extinguishes all previous agreements, promises, representations and

understandings between the Parties to the extent only that they relate to its subject matter.

 

2.2 In entering into this Agreement, neither Party has relied on any statement, representation, assurance or warranty (made innocently or negligently) unless it is set out in this Agreement.

 

2.3 If there is any inconsistency between the Engagement Letter and any other part of this Agreement, the Engagement Letter prevails to the extent necessary to resolve the inconsistency. If there is any inconsistency between these General Terms and any

Additional Terms, the Additional Terms prevail to the extent necessary to resolve the inconsistency.

 

2.4 Any changes to this Agreement must reference this Agreement,

be in writing and signed by all Parties.

 

 

 

 

3 Our responsibilities

 

3.1 The Services shall be delivered with the reasonable skill and care expected from a skilled and experienced person engaged in providing services similar to the Services, in a similar context, and in compliance with applicable laws. In performing the Services, we shall comply with the ICAEW Professional Conduct Standards Code.  

 

3.2 We try to minimise changes to the Engagement Team, but, where necessary, we may change team members for others of equivalent skills and we shall try to give you reasonable notice of any changes.

 

3.3 When we work at your premises we shall comply with applicable site policies communicated to us.

 

 

4 Your responsibilities

 

4.1 You shall provide (and procure that your personnel and suppliers provide), in a timely manner, cooperation, information, documents and access to personnel, premises, systems and facilities, as we reasonably need or request and you shall obtain all necessary

licences and permissions. You shall provide a safe and appropriate working environment and perform any actions required of you in this Agreement.

 

4.2 You shall tell us of any changed circumstances or information that may have an impact on the Services and ensure that the personnel involved have the required skills and information.

 

4.3 You are responsible and accountable for managing your affairs, deciding on what to do after receiving any Deliverable and implementing any advice or recommendations.

 

 

5 Ownership of Deliverables

 

5.1 We own all IPRs in any Deliverable, except to the extent that the Deliverables incorporate your or third party pre-existing intellectual property which you or they shall continue to own.

 

5.2 You own any Deliverable in its tangible form on full payment of our Charges and may then make any number of copies of the Deliverable, subject to the terms of this Agreement.

 

 

6 Our advice and use of information

 

6.1 We may provide advice orally, in draft or interim form, but our last written advice or final written report supersedes anything provided earlier.

 

6.2 You should not rely on any draft or interim advice. If you want to rely on our oral advice, let us know and we will provide it in writing. You should only rely on our written advice.

 

6.3 We may rely on any instructions, requests or information supplied by any person whom we reasonably believe to be authorised by you for such purpose.

 

6.4 If we receive information from you or from other sources in connection with the Services, we may rely upon it without independent verification.

 

6.5 Unless a part of the Services, we will not update the Services or the Deliverables after we have delivered the final Deliverables.

 

6.6 We cannot predict future events or circumstances, and you should not interpret our advice, forecasts or recommendations as a guarantee of any outcome.

 

6.7 Unless otherwise agreed, our Deliverables are provided for your internal use only. They may not be disclosed to any other party without our prior written consent except as required by law or by a competent regulatory authority (in which case you shall, if permitted by law or regulation, promptly inform us).

 

6.8 You may disclose the Deliverables to your Affiliates for support purposes and to your insurers, legal and other professional advisers if seeking advice in relation to the Services, provided that you tell them that: (i) the Deliverables are confidential; and (ii) to the fullest extent permitted by law, we accept no liability to them in connection with the Services or the Deliverables.

 

6.9 We may use information we obtain performing the Services, anonymised and/or aggregated so that no personal data or commercially sensitive information is disclosed, for development of know-how, benchmarking, analytics, quality assurance and other purposes related to our business.

 

 

7 Tax compliance work

 

7.1 If the Services include our preparation and submission on your behalf of returns to a Tax Authority:

 

7.2 You shall promptly supply all relevant information and documentation. We shall present returns to you to verify before we send them to the Tax Authority. You shall sign to confirm that it is correct and complete to the best of your knowledge and belief and to approve submission to the Tax Authority by us. You retain responsibility for the correctness

and completeness of returns and for the payment of any tax liability.

 

7.3 We may send returns, claims, elections, applications or forms (“Submissions”) to a Tax Authority electronically. If a failure in or interruption in the Tax Authority’s online services affects our ability to send Submissions, we shall use reasonable endeavours to make the submission by other means, but, to the fullest extent permitted by law, we shall not be liable for the consequences of any resulting delay or failure in arrival of Submissions at the Tax Authority.

 

8 Confidentiality

 

8.1 The Parties shall keep each other’s Confidential Information confidential and use it only to perform or receive the Services or for exercising their rights or performing their obligations under this Agreement and for corporate governance purposes. Each Party will protect the Confidential Information it receives as it would protect its Confidential Information, and exercise at least a reasonable standard of care.

 

8.2 We comply with the confidentiality standards of the Institute of Chartered Accountants England and Wales and with any obligations imposed by law or applicable regulator.

 

8.3 Unless you tell us otherwise in writing, we may share Confidential Information with your other advisers in connection with the Services. The Parties may disclose Confidential Information if required by law or regulation but only to the extent required, and the Party intending to make any such disclosure will provide the other with notice of the disclosure if permitted by law or regulation. The Parties may disclose Confidential Information to their legal advisors and insurers in relation to any dispute concerning this Agreement.

 

8.4 We will retain your Confidential Information in accordance with our record retention policy. We may share information relating to you and the Services (including Confidential Information) with Pebble Ridge Financial Persons and our subcontractors and it may be accessed by parties who facilitate our business who shall be under obligations of confidentiality at least equivalent to this Agreement. We remain responsible to you if Confidential Information is shared with such parties.

 

9 Our Charges

 

9.1 Unless otherwise agreed in the Engagement Letter, we shall invoice you monthly in arrears for the Charges together with any taxes payable on or deductible from them. You will pay our invoice within 30 days of the invoice date without set-off.

 

9.2 If this Agreement is terminated, unless terminated: (i) by us without reasonable cause, which includes any material failure by you to meet your obligations under this Agreement; or (ii) by you because of a material breach of our obligations, we shall be entitled to payment of our Charges for Services performed up to the date of termination. In this event, our Charges will be calculated at our agreed hourly rates (or, if none are agreed, our standard rates) at the time the Services were performed.

 

9.3 Where there is more than one addressee of the Engagement Letter, unless the Engagement Letter provides otherwise, each of you shall be jointly and severally liable to pay our Charges.

 

9.4 If we are required by law, or a regulatory or parliamentary body in any proceedings, forum, or investigation (in which we are not a party or participant but you are) to provide information or produce documents relating to the Services, you shall pay our fees

incurred in satisfying such requirements based on our standard rates at the time and any costs, expenses and VAT.

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9.5 Unless otherwise agreed, where we provide services on a rate card, those rates shall increase on each anniversary of the date of the Engagement Letter by the change in the RPI All Items Index published by the ONS (or if that index has been replaced by its

nearest equivalent index) over the previous 12 months.

 

 

10 Managing conflicts of interest

 

10.1 Pebble Ridge Financial may be delivering services to, or be approached to deliver services to, or act for another party or parties during and after this engagement with interests that conflict with yours (a “Conflicting Party” or “Conflicting Parties”).

 

10.2 Pebble Ridge Financial may deliver services to Conflicting Parties, but where in relation to specific parts of the services the interests of any Conflicting Party directly conflict with yours in relation to the Services then Pebble Ridge Financial will disclose the potential conflict to all parties. Where the parties consider that the potential conflict is manageable, Pebble Ridge Financial may continue to provide services to both parties. Where the conflict is not considered by all parties to be manageable, Pebble Ridge Financial will only act for one party with preference being given to an existing client.

 

 

11 Third parties and their rights

 

11.1 Pebble Ridge Financial Persons (who are not the Pebble Ridge Financial contracting Party) may exercise rights given them in this Agreement.

 

11.2 The Parties may end or vary this Agreement without anyone else’s consent, including any Other Beneficiaries.

 

11.3 Other Beneficiaries (if any) acquire rights and become subject to obligations under this Agreement through signature by the addressee of the Engagement Letter on their behalf.

 

 

12 Circumstances beyond your or our control

 

12.1 No Party shall be in breach of its obligations under this Agreement or incur liability to the other due to causes beyond their reasonable control.

 

12.2 If such an event occurs, the affected Party shall, as soon as reasonably practicable, notify the other, who may suspend or terminate this Agreement by giving seven days’ notice, taking effect if the affected Party has not recommenced the performance of its obligations in that period.

 

 

13 Waiver, assignment and sub-contractors

 

13.1 Failure by a Party to exercise or enforce any rights under this Agreement is not a waiver of such rights.

 

13.2 No Party may assign the benefit of this Agreement.

 

13.3 We may use sub-contractors to assist in delivering the Services, but we remain responsible to you for performing the Services.

 

 

14 Limitations on our liability

 

14.1 Our entire liability and that of any Pebble Ridge Financial Person under this Agreement, for all claims connected to it, in contract, tort (including negligence), statutory liability or otherwise shall be limited to the amount in the Engagement Letter or, if no amount is set out, to three times the total fees that have been paid or are payable under this Agreement.

 

14.2 We exclude liability for loss of profits, goodwill, anticipated savings or wasted time and for indirect or consequential losses.

 

14.3 If other persons are liable to you for any loss or damage for which we or any Pebble Ridge Financial Person are also liable, then our (including Pebble Ridge Financial Persons’) liability to you is limited to the sum we ought to pay having regard to our responsibility for that loss or damage, and we will not be liable for losses attributable to the other persons.

 

14.4 Neither you nor any Other Beneficiaries shall bring any claim against any Pebble Ridge Financial Person except Pebble Ridge Financial in respect of loss or damage suffered by you in connection with this Agreement or the Services. This clause is enforceable by any Pebble Ridge Financial Person.

 

14.5 Nothing in this Agreement excludes or restricts our liability for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence, or for any other liability that may not be excluded or limited by law.

 

 

15 Termination

 

15.1 Either you or we can terminate this Agreement by giving at least 30 days’ prior notice to the other. Termination shall not affect any rights accrued before termination.

 

15.2 We may terminate this Agreement immediately if: (i) there is a change of law, rule, regulation or professional standard, or circumstances arise that Pebble Ridge Financial reasonably believes would cause the relationship between the Parties to violate such law, rule, regulation or professional standard; or (ii) we believe a conflict of interest cannot be managed, but in that case we shall first consult you.

 

15.3 Clauses 1, 4, 5, 6, 7, 8, 9, 10.1, 12.1, 13, 15.3, 16, 19, 20 and 21 shall survive termination of this Agreement, together with any other provision stated to survive termination or which, by implication, is intended to survive.

 

 

16 Data protection

 

16.1 “DP Legislation” means the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 and legislation that amends, re-enacts or replaces it in England and Wales. The definitions and interpretations in the DP Legislation apply to this

clause.

 

16.2 This clause 16 applies to personal data provided to us by you or on your behalf in connection with the Services (“Personal Data”).

 

16.3 You warrant and represent that you have any necessary consent, provided any necessary notice and done all things required under the DP Legislation to disclose Personal Data to us in connection with the Services. You must tell us in writing if you provide us with

special category data. We shall act as a Controller and perform the Services in accordance with the DP Legislation.

 

16.4 We will take appropriate technical and organisational steps to protect against unauthorised or unlawful processing of Personal Data and accidental loss or destruction of, or damage to, Personal Data.

 

16.5 We shall process the Personal Data (i) to provide the Services; (ii) for our reasonable business purposes including facilitation and support of our business and quality control; and (iii) to meet our legal and regulatory obligations. We may share Personal Data

with our subcontractors and other parties who facilitate our business. We will only disclose Personal Data where it is required in connection with such purposes and in compliance with DP Legislation.

 

16.6 We shall notify you promptly: (i) upon receiving a request for Personal Data or other request from a data subject, or if we receive any claim, complaint or allegation relating to the

processing of the Personal Data; (ii) upon becoming aware of any breach of security leading to the destruction, loss or unlawful disclosure of the Personal Data in Pebble Ridge Financial’s possession or control.

 

16.7 Upon request, each Party shall provide the other with information relating to its processing of Personal Data as reasonably required for the other to satisfy its obligations under DP Legislation.

 

17 Notices

 

17.1 Any notice under this Agreement shall be in writing which includes email, except as set out in this clause. Any notice alleging breach or terminating this Agreement must be delivered by first class registered post (or overseas equivalent) to or left (and signed for)

at our respective addresses in the Engagement Letter (or another address as notified in writing) addressed to the lead persons of the relevant Party named in the Engagement Letter.

 

18 Capacity

 

18.1 You agree to the provisions of this Agreement on your own behalf and as agent for any Other Beneficiaries.

 

 

19 Legal and regulatory compliance

 

19.1 Each Party is responsible for making any notifications, registrations and disclosures required of it by law or regulation.

 

19.2 Notwithstanding any other provision in this Agreement, each Party agrees that the other may make any notifications, registrations and disclosures required by law or regulation.

 

 

20 Disputes, law and jurisdiction

 

20.1 If the Parties cannot resolve any dispute by negotiation, they shall try to resolve it using the Centre for Effective Dispute Resolution's (“CEDR”) model mediation procedure.

 

20.2 If the Parties cannot agree on the joint appointment of a mediator within ten business days of initiating the mediation procedure (or any longer agreed period), they shall make a joint request to CEDR to nominate the mediator.

 

20.3 If the Parties resolve the dispute, their agreement shall be put in writing and shall be binding once it is signed by or on behalf of the Parties.

 

20.4 Failing agreement, a Party may invite the mediator to provide a non-binding opinion in writing.

 

20.5 Each Party shall bear its costs of mediation, and the fees and all costs of the mediator shall be borne in equal proportions unless the mediator directs otherwise.

 

20.6 Subject to the above process, this Agreement and all disputes arising on any basis from, under or in connection to it shall be governed by English law and subject to the exclusive jurisdiction of the English courts.

 

20.7 Referral of a dispute to mediation shall not prevent any Party from

seeking an injunction or other equitable relief.

 

 

21 Feedback

 

21.1 If you want to comment on the Services please contact ben@pebbleridgefinancial.co.uk

 

21.2 We investigate and try to resolve any complaints promptly. If you are not satisfied, you can refer the matter to the ICAEW.