Appendix A – General Terms and Conditions of Business

1.GENERAL & SCOPE OF SERVICES

1.1 These are the general terms and conditions on which Evolve Business Finance Limited (company number 10525149) (“EBF”, “we”, “us”, “our”) will provide to you the non-regulated commercial finance brokering services (the “Services”) stipulated in the engagement letter (“Engagement Letter”) to which these terms and conditions are appended. For the avoidance of doubt, the Services shall not include any regulated work or specialist, technical or other regulatory advice (such as legal, accounting or taxation).

1.2 The Engagement Letter and these general terms and conditions are collectively “the Engagement Contract”. Any terms defined in the Engagement Letter shall have the same meaning when used in these terms and conditions (save where the context otherwise requires). Where there is any conflict or inconsistency between the express terms of the Engagement Letter and these terms and conditions, the terms set out in the then current Engagement Letter shall prevail.

1.3 Any reports or papers produced by EBF for you, in either draft or final form, shall be exclusively for your use and shall not be available for distribution to any other person and shall not be disclosed, quoted, reproduced, summarised, described or referred to without EBF’s prior written approval (which EBF may withhold at its absolute discretion). Whether or not EBF gives any such approval, EBF shall not be responsible or liable to any third party to which any such advice, papers or reports are disclosed or otherwise exploited.

1.4 From time to time EBF may use the services of directors or staff from other third party companies to assist EBF in providing services to you. When EBF use the services of such directors or staff in connection with the Engagement (as defined in the Engagement Letter) they shall be acting as independent servants or agents and not the servants or agents of any other person (including EBF itself). Accordingly, you acknowledge, accept and agree that EBF assumes no responsibility for such persons.

2.EBF AND DOCUMENTATION

2.1 Prior to completion of the Services, EBF may provide oral, draft or interim advice or reports or presentations but in such circumstances EBF’s written advice or EBF’s final written report shall take precedence. You shall not place any reliance on any draft or interim advice or report or any draft or interim presentation.

2.2 EBF shall not be under any obligation in any circumstances to update any advice or report of the Services, oral or written, for events occurring after the advice or report concerned has been issued in final form.

2.3 Any advice, opinion or recommendation supplied by EBF shall not amount to any form of guarantee or assurance that EBF has determined or predicted future events or circumstances. Further, EBF is not representing that it is or will be possible or advisable for any finance transaction to proceed. A decision by you to take a particular course of action, including whether to proceed with a finance transaction, shall rest solely with you.

2.4 EBF shall not be responsible for investigating or ensuring the truth, accuracy, completeness or fairness of any statement or publication made by you or on your behalf or any of your advisers in connection with the Engagement, this being your sole responsibility. You will ensure that every announcement, public statement or document made or published by you, or on your behalf, relating to the Engagement, will comply with all applicable laws, regulations and industry codes.

2.5 EBF shall provide the Services in accordance with the terms of the code of practice of the National Association of Commercial Finance Brokers (NACFB) as from time to time amended (“Code”). Details of our membership status and a copy of the Code is available on request from NACFB or on the NACFB website at www.nacfb.org.

2.6 You hereby confirm that you have (or to the extent not already done so, you shall immediately) complete and sign the ‘exclusive brokerage mandate’ which confirms that EBF shall be the exclusive provider of the services (forming all or part of the Services) stated within such mandate during the term of the Engagement Contract.

2.7 Without prejudice to clause 2.6, you shall promptly notify EBF in writing if at any time you intend to appoint or have appointed an additional or alternate broker or intermediary to obtain a finance offer. In such circumstances, without prejudice to any other rights or remedies available to us, we shall be entitled to terminate the Engagement Contract with immediate effect by giving written notice to you. You may be liable to pay to us the Cancellation Fee in accordance with the terms of the Engagement Letter.

3.CONFIDENTIALITY

3.1 We owe you a duty of confidentiality but may be required to make certain disclosures required by law or by the rules of any governmental or regulatory body or disclosures made for the purposes of pursuing any legitimate claims that EBF may have against you or other persons. We will also not be prohibited from the disclosure of any information which is now within the public domain, or which is obtained from a third party who is entitled to disclose it publicly, and shall cease to apply to any information which subsequently enters the public domain except as a result of a disclosure which is contrary to these provisions.

3.2 You acknowledge and accept that EBF may hold confidential information about a former, current or prospective client which might reasonably be expected to be material to a transaction. In these circumstances, EBF owes no duty to disclose such information to you.

3.3 You agree that EBF may disclose that you are a client of EBF. EBF may also disclose that it is acting for you on a matter, if information about that matter or EBF’s involvement in it is in the public domain or you specifically consent to that disclosure. You will not withhold your consent to such disclosure other than where the material includes details where you consider (acting reasonably) that such disclosure would be harmful.

4.CHARGES AND PAYMENT

4.1 EBF shall render invoices in respect of the Engagement comprising fees (including any applicable Appraisal Fee, Arrangement Fee and Renewal Fee as set out in the Engagement Letter), expenses and VAT thereon (at the then prevailing rate) where appropriate (“Charges”). Any fee or time estimate EBF may provide is not an agreement to perform the Services for a fixed or guaranteed price or within a fixed time.

4.2 Unless otherwise agreed in writing between you and us, we shall be entitled to invoice any fees and/or charges due directly from you to us as notified from time to time by us to you. Any such invoices are payable and shall be paid by you in full and in cleared funds within fourteen (14) days of the date of the invoice and will be rendered in pounds sterling. If payment is not received within fourteen (14) days of the date of any invoice submitted by us, any and all invoices submitted by us (including any outstanding overdue invoices) will become immediately payable by you. We reserve the right to claim interest on outstanding invoices that are not paid on their due date at a rate of 4% above the base rate, from time to time, of the Bank of England.

4.3 Where the Engagement Letter is addressed to more than one addressee, unless express provision is made in the Engagement Letter for payment of the Charges by one party or by a third party, the addressees shall each be jointly and severally liable to pay the Charges as well as being so liable together as a group and EBF shall be entitled to call upon any and all addressees for payment in full and in cleared funds.

4.4 Invoices may be paid by cheque or by BACS payment. Any cheques should be made payable to ‘Evolve Business Finance Limited’.

4.5 All amounts due by you under the Engagement Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.CLIENT AUTHORITY

5.1 You warrant, represent and undertake that you have all necessary powers and have obtained in a valid and lawful manner all necessary authorisations, consents and approvals to enter into the Engagement Contract.

5.2 You undertake to obtain appropriate advice (including legal advice) in respect of all laws and regulations which may be applicable to you in the United Kingdom or any other jurisdiction in connection with the finance transaction and to communicate such advice to EBF if it is or may be relevant to EBF carrying out the Services. To the extent that it may concern the Engagement Contract, you agree that you shall comply with all applicable laws and regulations in any jurisdiction.

5.3 EBF is entitled to assume that instructions (whether or not in writing and howsoever communicated) have been properly authorised by you if they are given by a person who is or purports to be and is reasonably believed to be a director or authorised agent of you. Instructions may be given orally (e.g. by telephone) or in writing (e.g. by email).

5.4 The appointment by you of EBF in connection with the Engagement confers on EBF all powers, authorities and discretions on your behalf which are necessary for or reasonably incidental to the Services. You hereby agree to ratify and confirm everything which EBF shall lawfully and reasonably do in the exercise of such powers, authorities and discretions.

5.5 You agree to accept the provisions of the Engagement Contract on your own behalf and as agent for each Associated Person (as defined below). You confirm that you have full authority to retain EBF on behalf of each Associated Person and will procure that each Associated Person is bound by the Engagement Contract. “Associated Person” means any member of your Group (as defined below) which is a recipient of all or any part of the Services. “Group” means you and your subsidiaries and subsidiary undertakings and any holding company you may have and all other subsidiaries and subsidiary undertakings of any such holding company (the expressions subsidiaries, subsidiary undertakings and holding company shall have the respective meanings given to them in the Companies Act 2006).

5.6 EBF is hereby authorised by you to do anything which EBF in its absolute discretion considers is reasonable or necessary either to perform the Services (or any part thereof) pursuant to the Engagement Contract (including to act as your agent) or to comply with any applicable laws, regulations, authorisations, consents or practices as may be reasonable or appropriate.

5.7 You agree to take all reasonable steps and use best endeavours to comply with and satisfy any condition imposed by a lender who has made a finance offer to you.

6.PROVISION OF INFORMATION

6.1 You shall promptly supply all information and assistance and all access to documentation in your possession, custody or control where required by EBF which is relevant to the provision of the Services and you shall use your best endeavours to procure these supplies where not in your possession, custody or control. You shall inform EBF immediately of any update in such information or if there is a material change in the circumstances of your business or to an individual involved in the finance transaction.

6.2 You undertake to EBF that all information provided to EBF shall be provided in good faith and shall be true, accurate and complete in all respects, shall not be misleading, shall not omit any material items from the information and that every statement of opinion or intention in the information shall be honestly held and fairly based and that if anything occurs to render such statement untrue, inaccurate, incomplete or misleading, you shall promptly notify EBF and take all steps as EBF may reasonably require to correct such statement. During the term of the Engagement Contract, you acknowledge, agree and accept that EBF shall rely on the truthfulness, accuracy and completeness of any information disclosed or made available without having any obligation independently to verify the same. For this reason you accept that EBF shall have no responsibility or liability for the truthfulness, accuracy or completeness of any information that you may provide to EBF or that may be provided to EBF on your behalf.

7.E-MAIL COMMUNICATION

7.1 EBF may communicate with you (and others for the purposes of the Engagement Contract) by electronic mail (unless expressly asked in writing by you not to do so) and in consenting to this method of communication you accept the inherent risks (including the security risks of interception of or unauthorised access to such communications, the risk of non-delivery, the risks of corruption of such communications and the risks of viruses or other harmful devices). It is your sole responsibility to protect your own system(s) from viruses and any other harmful code or device and ensure that you carry out virus checks on all attachments that you receive before opening them.

7.2 You accept all risks associated with sending to us proprietary and/or commercially sensitive information relating to you and/or your business by electronic mail. If you do not accept these risks, you must notify us in writing that you do not consent to us contacting you by email and must ensure that you do not contact us in this manner.

8.ROLES AND RESPONSIBILITIES

8.1 In performing our role and discharging our responsibilities in relation to the Services, we may advise you on more general financial and strategic matters, co-ordinate the specialist advice from your other third party professional advisers, attend meetings and, where appropriate, prepare financial analyses.

8.2 We shall not be responsible for providing regulated, specialist or technical advice (for example, on legal, regulatory, actuarial, accounting, or taxation matters) which would usually be obtained from other professional advisers or for advising on the commercial aspects of the finance transaction. You agree that it is your sole responsibility to ensure that such other third party professional advisers are properly instructed and that the advice received from your other third party professional advisers in relation to the finance transaction is considered by you and is adequate for the purposes of the finance transaction. You hereby acknowledge and agree that EBF will be entitled to rely on all such advice and on work performed by you and your other third party professional advisers without taking independent steps to verify its completeness, correctness or accuracy.

9.INDEMNITY

9.1 You agree to indemnify and keep fully and effectively indemnified EBF, its directors, officers, employees, agents and advisors from time to time (“EBF Associate(s)”) (each such person being an “Indemnified Party”) on demand for and against any and all losses, costs, expenses, claims, damages and liabilities, joint or several, awarded against, or suffered, incurred or paid by an Indemnified Party arising out of or in connection with: (i) any transaction in relation to which EBF has provided the Services to you; or (ii) the Engagement.

9.2 You also agree to indemnify and keep fully and effectively indemnified each Indemnified Party for all reasonable expenses (including counsel fees and expenses) as they are properly incurred in connection with the investigation of, preparation for or defence of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party to such claim, action or proceeding and whether or not such claim, action or proceeding is initiated or brought by or on your behalf provided that EBF’s involvement relates to, or arises out of, or would not have existed but for, the Engagement.

9.3 You will not be liable under the indemnities in the above clauses to the extent that any loss, costs, claim, damage, liability or expense is admitted by an Indemnified Party or is finally determined by court of competent jurisdiction to have directly resulted from EBF’s bad faith, negligence or wilful misconduct or the material breach by EBF of EBF’s obligations under the Engagement Contract.

9.4 You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you related to or arising out of the Engagement Contract except to the extent that any loss, costs, expense, claim, damage or liability is finally determined by a court of competent jurisdiction to have directly resulted from EBF’s bad faith, negligence or wilful misconduct or the material breach by EBF of EBF’s obligations under the Engagement Contract.

9.5 If any amounts payable to EBF under the indemnification provisions in these terms and conditions are subject to tax, such an amount will be paid to EBF so as to ensure that the net amount retained by EBF after taking the tax into account is equal to the full amount which would have been retained by EBF but for the tax. You agree that the indemnification provisions in these terms and conditions are in addition to any rights which EBF may have by virtue of any other existing or future document or at common law or under statute or otherwise howsoever including, but not limited to, any right of contribution.

9.6 It is possible that, during the course of the finance transaction or afterwards, a third party may bring a claim against EBF or that EBF may incur a loss or liability, directly or indirectly arising out of or in connection with the finance transaction and/or a related transaction. You accept and agree that EBF has the right to conduct the defence of any such claim, including its settlement or compromise, as EBF sees fit and you agree to support EBF in respect of any claim by assisting in investigating, preparing for or defending the claim, except to the extent the claim arises out of the negligence or wilful default by EBF of EBF’s duties or obligations under applicable laws and regulations as may be in force from time to time.

9.7 You accept that EBF has an interest in limiting the personal liability and exposure to litigation of employees, consultants, directors and officers of EBF. Having regard to that interest you acknowledge that EBF is a limited liability entity and hereby agree that you will not bring any claim personally against any individual employees, consultants, directors and/or officers of EBF in respect of all demands, claims, actions, proceedings, damages, payments, losses, costs, expenses or other liabilities which you suffer or incur, directly or indirectly, in connection with the Services. The provisions of this clause will not limit or exclude the liability of EBF for the acts or omissions of EBF employees, consultants, directors or officers.

9.8 This clause 9 confers benefits on EBF Associates and is intended to be enforceable by any EBF Associate by virtue of the Contracts (Rights of Third Parties) Act 1999 provided that the Engagement Contract may be varied from time to time without the prior consent of all or any of those persons.

9.9 Nothing in the Engagement Contract shall operate to exclude or restrict any duty or liability EBF may have under relevant laws and regulations.

10.LIMITATIONS ON LIABILITY AND INSURANCE

10.1 In order that EBF’s position is not adversely affected by any limitation or exclusion of another person’s liability, you agree that EBF will not be liable to you for any amount which EBF would have been able to recover from that other person or by way of indemnity, contribution or otherwise but are unable to recover because you agreed, or are treated as having agreed, with them any limitation or exclusion on their liability.

10.2 If you start proceedings against EBF for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if EBF so requests) join such other person in the proceedings, subject to any legal prohibition against you joining them in that way.

10.3 If you incur any expenses, damages, costs, losses or liabilities whatsoever (including legal fees), in connection with or arising from the provision of the Services, whether in contract, tort or otherwise and it is found that we are liable to you as a result, then our total aggregate liability to you shall, in no circumstances whatsoever, exceed the total sum specified in the Engagement Letter, or if no such sum is specified, the sum of £[500,000] (“Liability Cap”). Such Liability Cap will apply to EBF’s aggregate liability to you together with any Associated Person on any basis (including for example contract or negligence) for any and all losses arising from or in connection with the Services provided by EBF. For the purposes of this clause 10 and elsewhere in these terms and conditions “Losses” shall mean all demands, claims, actions, proceedings, damages, payments, losses, costs, expenses or other liabilities.
10.4 Subject to clause 10.6, EBF shall not under any circumstances whatsoever be liable under the Engagement Contract for any:

10.4.1 loss of profits (whether direct, indirect or consequential);
10.4.2 loss of sales or loss of or interruption to business (whether direct, indirect or consequential);
10.4.3 loss of agreements or contracts (whether direct, indirect or consequential);
10.4.4 loss of anticipated savings (whether direct, indirect or consequential);
10.4.5 loss of revenue (whether direct, indirect or consequential);
10.4.6 wasted expenditure (whether direct, indirect or consequential);
10.4.7 loss of use or corruption of software, data or information (whether direct, indirect or consequential);
10.4.8 loss of or damage to goodwill (whether direct, indirect or consequential); and
10.4.9 indirect or consequential loss.

10.5 To the fullest extent permitted by law, EBF will not be liable if any Losses are directly or indirectly caused or contributed to by the provision by you or any third party of false, inaccurate, incorrect, misleading or incomplete information or documentation.

10.6 The limitations and exclusions set out in this clause shall apply notwithstanding any express or implied term or conditions contained in the Engagement Contract, any other agreement between you and us, or any warranty or representation given by us provided that such limitations and/or exclusions shall not exclude any liability for death or personal injury caused by negligence or any other liability for which exclusion or restriction is prohibited by law or for any liability arising as a result of fraud or fraudulent misrepresentation.

10.7 We shall maintain professional indemnity insurance cover in respect of our business activities with and on standard terms offered by reputable insurers.

11.TERM AND TERMINATION

11.1 We shall start providing the Services to you once you have signed and returned to us a copy of the Engagement Letter. Unless otherwise agreed by us in writing or terminated earlier in accordance with its terms, the Engagement Contract shall continue for a period of 6 months from the date that you receive a finance offer from a lender whom we have introduced to you. In the event that you have not entered into a relevant finance agreement by this date, the Engagement Contract shall automatically terminate. In the event that you wish to continue to receive services from us, you may request that the Engagement Contract is extended or renewed (on the same terms) subject to our agreement and payment to us of a renewal fee as set out in the Engagement Letter (“Renewal Fee”).

11.2 In the event that either party is in material or persistent breach of any of the terms of the Engagement Contract, the other party may terminate the Engagement Contract if, upon the expiry of fourteen (14) days after serving written notice on the party in default specifying any such breach, steps have not been taken to remedy the breach to the reasonable satisfaction of the party not in default. The Engagement Contract may be ended early by you or EBF as specified in this clause 11.2 by giving prior written notice to the other party of no less than twenty-one (21) days.

11.3 EBF may upon giving notice to you suspend and/or terminate the Engagement Contract and stop acting for you where EBF has good reason to do so including, without limitation, if you do not pay fees raised by EBF when due, or if you fail to give clear and proper instructions, or if material or damaging information comes to EBF’s attention which had not been fully disclosed to EBF by you, or if you give instructions which conflict with regulatory rules applicable to EBF, or you are in breach of the terms of any agreements with the relevant lender or fail to satisfy EBF’s compliance requirements.

11.4 We may terminate the Engagement Contract at any time by giving to you not less than fourteen (14) days’ written notice.

11.5 You hereby agree that, in the event that the Engagement Contract is terminated by us in accordance with the terms of the Engagement Contract, you may be required to pay us a termination fee. Save as stated otherwise in the Engagement Letter, the termination fee will be equal to the sum of our time costs incurred from the commencement of the Engagement to the date of termination, at standard charge-out rates, less any fees already paid to us by you relating to the Engagement Contract. Payment of the termination fee is due and shall be paid by you within fourteen (14) days of the date of our invoice.

11.6 On termination or expiry of the Engagement Contract you shall: (a) without prejudice to clause 11.5, immediately pay to EBF all of EBF’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, EBF shall submit an invoice, which shall be payable and shall be paid by you immediately on receipt; and (b) promptly return to EBF or destroy (at EBF’s election) any information and/or materials which belong to EBF and/or is proprietary or confidential to EBF.

12.FORCE MAJEURE

12.1 Neither party shall be liable for any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control.

13.COMPLAINTS PROCEDURE

13.1 We want to ensure that your affairs are handled in the most efficient way by the team responsible. If you are dissatisfied with any aspect of the Services and wish to complain, please contact us in a timely manner by writing to Stefan Radymski at stef@evolvebusinessfinance.co.uk or Northgate Business Centre, 38 Northgate, Newark, Nottinghamshire NG24 1EZ. A full copy of our complaints procedure is available from us on request.

13.2 We will endeavour to investigate and deal with any complaints raised by you pursuant to clause 13.1 in a reasonable and prompt manner. If we are unable to resolve a complaint to your reasonable satisfaction, the Code stipulates those relevant procedures which may be available to you.

13.3 You agree not to take action or commence any proceedings against EBF without first raising your complaint with us.

13.4 If you are unhappy with our response to a complaint raised by you and provided your compliant is eligible, you may be able to complain to the Financial Ombudsman at Financial Ombudsman Service, Exchange Tower, London E14 9SR; 0800 0234567, 0300 1239123, complaint.info@financial-ombudsman.org.uk, www.financial-ombudsman.org.uk.

14.DATA PROTECTION

14.1 Each of EBF and you shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all applicable legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the Data Protection Act 2018. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

14.2 EBF will only use personal data provided to it as set out in its privacy policy (available on EBF’s website or otherwise available from EBF on request).

14.3 You warrant and represent that any personal data supplied by us to you about our employees and/or any third parties may only be used for the express purposes for which that information is provided to you.

14.4 Your details and any details of key individuals in your organisation may be entered into our database. We will use these details to provide you with Services but will also retain such details for administration and accounting purposes, to enable us to undertake searches with credit reference agencies and so that we can send you, or such key individuals, relevant information about EBF, our services and about developments and events which we consider may be of interest to you. By instructing us to act you signify consent on behalf of all relevant individuals. Should any individuals not wish to receive marketing communications, please notify your contact at EBF. A copy of our privacy policy is available on our website or otherwise from EBF upon request.

15.CORRESPONDENCE AND PAPERS

15.1 All correspondence and papers in EBF’s possession or control and generated for EBF’s internal purposes or addressed to EBF relating to the Services or the subject matter of the Services to be provided to you shall remain the sole property of EBF.

15.2 EBF retains all copyright and other intellectual property rights in all material and know-how developed or created by us, whether before or during the course of carrying out any work for you. You agree to keep confidential any methodologies and technology used to carry out the Services.

16.RETENTION OF RECORDS

16.1 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven (7) years old, other than documents which we consider to be of continuing significance. You must tell us if you require retention of a particular document.

16.2 We are entitled to retain all papers and documents that you have provided to us while money is owing to us. This is called a lien. Upon payment in full, we will return any such documents to you at your request (unless we have destroyed them pursuant to clause 16.1).

17.NOTICES

17.1 Any notice to be given by any party in relation to the Engagement Contract shall be in writing and may be delivered in person, sent by post or by email. All such notices shall be deemed to have been received when despatched (in the case of email, provided that no error message indicating failure to deliver has been received by the sender) or 48 hours after posting (in the case of a letter).

18.ASSIGNMENT

18.1 You shall not assign the whole or any part of the benefit or in any way transfer the obligations contained in the Engagement Contract, without obtaining our prior written consent.

19.WHOLE AGREEMENT

19.1 The Engagement Contract, together with any agreed written variations thereto and any documents expressly referred to therein, sets out the entire agreement between you and EBF relating to the Services and supersedes all prior proposals, representations, agreements, correspondence negotiations,understandings or other communications, whether oral or in writing, other than any misrepresentation which is made fraudulently. If EBF has already started work (including but not limited to, gathering information, project planning, or giving initial advice) then you agree that the Engagement Contract governs any work performed up to the date of the Engagement Letter.

19.2 Save as otherwise contemplated by the Engagement Contract, no variation of the Engagement Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

20.1 Save as otherwise expressly set out in the Engagement Contract, no provision of the Engagement Contract is intended to be enforceable by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

21.CONFLICTS OF INTEREST

21.1 We reserve the right to act during the term of the Engagement Contract for other clients whose interests are or may be adverse to yours, subject to clause 3 above and subject to any rules, regulations or laws relating to conflicts of interest which apply in relation to the Services. In such circumstances, EBF will take proper steps to ensure that your confidential information is protected and not disclosed including, if appropriate, by the establishment of internal information barriers.

21.2 We will only consider you a current client for a conflict purpose where we are retained on at least one current matter for you. For these purposes, a matter in respect of which a final bill has been submitted, or a matter which has been inactive for more than six (6) months is not a current matter even if it is possible or even likely that at some date further work may arise which is related to the original work undertaken for you.

22.SEVERABILITY

22.1 If any of the provisions of the Engagement Contract or other documents entered into pursuant to the Engagement Contract are judged by a court of competent jurisdiction to be void, illegal or unenforceable, the provision shall be modified to the extent necessary to render it enforceable and the remaining provisions shall survive unaffected.

23.SURVIVAL

23.1 Any provisions of this Engagement Contract which either expressly or by their nature extend beyond the expiration or termination of the Engagement Contract shall survive such expiration or termination, including without limitation, clauses 1 (General & Scope of Services), 3 (Confidentiality), 4 (Charges), 9 (Indemnity), 10 (Limitations of Liability), 14 (Data Protection), 19 (Whole agreement), 20 (Third Parties) and 28 (Governing law and jurisdiction) of these terms and conditions.

24.MONEY LAUNDERING

24.1 In common with all accountancy and legal practices, in order to comply with the Money Laundering Regulations EBF must:

– have identification procedures in place for all clients;

– maintain records of identification evidence; and

– report in accordance with the relevant legislation and regulations.

24.2 To ensure that we comply with money laundering legislation we may validate the name, address and other personal information provided by you against appropriate third-party databases to confirm your identity. By accepting these terms and conditions, you hereby consent to such checks being made and a record of the results being retained by us.

24.3 If you are unable to meet with us in person to check your original identity documents, we can accept copies. However, those copies will need to be certified by a trusted third-party such as a credit or financial institution, auditor, external accountant, tax adviser or legal professional. They should write “I (name) a (profession) of (address) hereby certify this to be a true and exact copy of the original” and then sign and date them.

24.4 Although our work is performed confidentially, in certain circumstances we are obliged by law, under the money laundering and terrorist financing legislation, to disclose any known or suspected instances of money laundering to the National Crime Agency or other relevant bodies without your knowledge or consent. If this happens, we may be prohibited from informing you that a disclosure has been made or of the reasons for it.

24.5 You agree that we will not be liable for any costs, claims, penalties, damages or other losses incurred by you resulting from or in connection with the compliance by us with these professional obligations.

25.CLIENT MONIES

25.1 If we hold any monies belonging to you, we shall keep such monies in a separate designated client account for your benefit.

25.2 EBF is not registered to hold third party monies and consequently any cheques or payments receivable by EBF in respect of third parties must be appropriately addressed.

26.REGULATION

26.1 Because we are not authorised under the Financial Services and Markets Act 2000 (the “Act”) the regulatory protections provided under the Act to clients of authorised persons may not be available to you.

26.2 When providing the Services we will assume that you have decided, or will decide, to negotiate and enter into any transaction solely on the basis of your own evaluation of the same and any advice which you may receive from a person authorised under the Act. We will not communicate, either to you or on your behalf to any other person, any invitation or inducement to engage in investment or insurance activity, and nothing we write or say should be construed as any such invitation or inducement.

28.GOVERNING LAW AND JURISDICTION

28.1 The Engagement Contract shall be governed by and construed in accordance with English Law. Subject to clause 13, EBF and you irrevocably agree that any dispute, claim or difference arising out of the Engagement Contract shall be subject to the exclusive jurisdiction of the English courts.