The following standard terms of business apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.

This engagement is governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof that occur after the date on which the advice is given.

If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of £10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.

Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 as amended by the 2022 regulations (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants of England & Wales (ICAEW). If the total sum of money held on your behalf is enough

If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you..

We will promptly return monies held on your behalf as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed, and the client to which they relate has remained untraced for five years, or we as a firm cease to practice, we may pay those monies to a registered charity.

You irrevocably authorize us to deduct and retain from any monies received or held by us on your behalf including, but not limited to, tax repayments, refunds, grants, settlements, compensation payments and other receipts; any fees, disbursements, VAT, interest or other sums that are due and payable to us under this or any other engagement with the Firm. This authority constitutes an express contractual right of set-off and appropriation of funds.

We will remit the balance of any monies remaining to the Client without undue delay, together with a statement showing the amount deducted. This right shall not apply where prohibited by law, regulation, court order or the rules of our professional or regulatory body and shall survive the termination of this engagement until all outstanding amounts due to the Firm have been paid in full.

We are committed to encouraging diversity within our firm and the accountancy profession as a whole; for stronger culture, better performance and deeper client insight. We abide by diversity reporting every two year to ICAEW as required by Legal Services Board (LSB). It helps us maintain flexible and responsive workforce along with meeting regulatory equality duties.

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.

Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement. Where appropriate, if we use external or cloud based systems, we will ensure confidentiality of your information is maintained.

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may

You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

We may, on occasion, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms. We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by confidentiality terms equivalent to an employee.

We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with, or be adverse to, yours subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of 6 months or more we may issue to your last known address a disengagement letter and hence cease to act.

Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.

Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case. Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon. A list of charge out rates applicable to partners & staff of the firm is available on request.

Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

Unless we have agreed with you a monthly payment arrangement, we will bill you periodically upon completion of work, our terms relating to payment of amounts invoiced are strictly due on the date of invoice. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.

It is our normal practice to issue ‘Applications for Payment’ when dealing with continuous or recurring work. The payment terms for ‘Applications for Payment’ are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.

It is our normal practice to ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings.

Where payment is collected by Direct Debit, you authorise us to collect recurring fees, one-off invoices, disbursements, government fees and any other agreed charges from your nominated bank account. You shall maintain a valid Direct Debit mandate throughout our engagement and ensure that sufficient cleared funds are available to meet all collections when due.

We reserve the right to require payment by Direct Debit as a condition of accepting or continuing to act for you. Cancellation of a Direct Debit instruction or failure to maintain a valid mandate shall not affect your obligation to pay all fees and other amounts due and may result in the suspension or termination of our services until satisfactory payment arrangements have been made.

We reserve the right to charge interest on late paid invoices at the rate of 8% above bank of England base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

If you do not accept that an invoiced fee 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.

Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees. As indicated below, where appropriate we will aim to discuss and agree additional fees with you but it may not always be possible to agree these in advance and we reserve the right to charge you an additional fee for these queries.

If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual, directors, or parent company giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.

We are committed to providing you with a high-quality service that is both efficient and effective. If, at any point you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting the engagement partner at info@matplus.co.uk.

We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. We will acknowledge your letter in a timely fashion and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.

Please note that we accept no liability for delays in the provision of our services where such delays are as a result of HMRC services and access issues.

We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement save where the law specifically states otherwise.

You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Conduct Authority.

In relation to the conduct of insurance distribution activities, we are an ancillary insurance intermediary. We are not authorised by the Financial Conduct Authority. However, we can carry on insurance distribution activity, which is broadly the advising on, selling, and administration of

Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter and including the use of subcontractors, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998.

Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 as amended by the Serious Organised Crime and Police Act 2005 and the Money Laundering Regulations 2007 to:

We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.

The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.

We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.

Each of us may terminate our agreement by giving not less than 60 days’ notice in writing to the other party except if you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us before termination.

We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy, actual or suspected criminal proceedings or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff.

When dealing with HMRC on your behalf we are required to follow Professional Conduct in Relation to Taxation. To enable us to do this, you are required to be honest with 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 meets its side of the Charter in its dealings with you.

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. Advice is valid as at the date it was given.

We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC if we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices. The requirements are also available online at icaew.com/regulations.

We confirm that we are accredited for the reserved legal activity of non-contentious probate. When conducting probate work, we are required to comply with ICAEW’s Probate Regulations which can be accessed at icaew.com/en/membership/regulations-standards-and-guidance/reserved-legal- services.

You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you, if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows: Individuals, trustees and partnerships:

Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

In this clause, the following definitions shall apply: ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you; ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time; ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation; ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

You shall only disclose client personal data to us where:

Should you require any further details regarding our treatment of personal data, please contact your engagement partner.

We shall only process the client personal data: in order to provide our services to you and perform any other obligations in accordance with our engagement with you; in order to comply with our legal or regulatory obligations; and where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights.

For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm’s network, our regulatory bodies or other third parties, for example, our professional advisors or service providers. The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA).

We will provide services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

Further, we will not be liable if such losses are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information, or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

Where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

We will not be liable to you for any delay or failure to perform our obligations under the engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisors unless that misrepresentation, fraud or wilful default should have been evident to us without further enquiry.

If you, or any party on your behalf, fails to provide information to us by the deadlines requested by us, or does not provide us with full and accurate information by those deadlines, we shall not be responsible for any losses arising as a result of any subsequent failure by us to meet any filing or other dates on your behalf, for example, completion of your accounts, even if the information is provided by you prior to such filing dates.

We shall not be liable for any losses arising if the advice we provide to you is used by you or any other party we have agreed may rely on our advice, for any purpose other than that for which the advice is specifically agreed to be provided by us.

The advice and information we provide to you as part of our services is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement

A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

You agree to indemnify us and any persons to whom we have subcontracted work on your behalf in full in the event that any claim is brought against us, including any claim for negligence, for any loss arising to us as a result of any unauthorised disclosure by you of our advice or work provided to you under this agreement whether in writing or otherwise, or for any disclosure of such work with the removal by you or by any party to whom you have disclosed such work of any disclaimer that we have included within the work. This indemnity will extend to the cost of investigating and defending any such claim, including payment of our fees at our usual hourly rates for any time that we spend for so doing, as well as any costs including legal costs, at the full indemnity rate.

You will not hold our principals, partners, directors, members, employees, subcontractors, consultants or agents or former principles, partners, directors, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation, intentional or unintentional, supplied orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.

Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

We need you to consider the extent of our liability to you in respect of the professional services described within this engagement letter (the professional services). We propose that, having considered both your circumstances and our own, that an amount equal to the VAT exclusive fees paid to us, during the preceding twelve months, represents a fair maximum limit to our liability. By signing this letter of engagement, you confirm your agreement to limit We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfill our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by ICAEW.

We may use software programmes, Artificial Intelligence (‘AI’) and internal and external search engines in the performance by us of the services that we provide to you. In engaging with us, you consent to us doing so. We will not do so in a way that will breach any duties of confidentiality that we owe you and we will do so with reasonable skill and care and in accordance with the usual duties owed by professional accountants to their clients. You accept and consent that our use as set out in this clause can extend to technological developments of AI, research purposes and benchmarking, so long as we do not breach our duties of confidentiality to you. If you do not wish us to use AI in the services that we provide to you then please let us know immediately by contacting the partner in charge of your matter [or insert a specific contact name]. Please note that refusing to permit our use of AI will almost inevitably give rise to an increase in the costs that we will charge for the work that we carry out.

In providing services to you, we may use software programmes to assist in the processing of your data. We are not liable for any shortfalls in the software that we use.

We are not responsible for any failure to deliver our services due to errors in transmission, internet outages, supplier infrastructure issues or any other failure that results in lack of availability of the software programmes or other online services required to enable us to provide you with the services we have agreed to perform. We are also not liable for any loss or corruption of data if you have breached the terms of any supplier of such software programmes, if you are provided with direct access to the programme.

We may need to share, allow access, or otherwise transfer your personal data with service providers including AI/software providers based outside the UK. Where this happens, we will only make transfers that are lawful under the UK GDPR. That means we will:

ICAEW has established a Probate Compensation Scheme to accord with the requirements of the Legal Services Act 2007. The scheme is intended to compensate individuals and SMEs for any foreseen loss suffered by the accredited probate firm in conducting authorised work.

In accordance with the Probate Compensation Scheme Regulations, grants from the scheme will be wholly at the discretion of the Probate Committee and will be subject to a limit of £500,000 per estate. Applicants will usually need to apply to ICAEW for a grant within 12 months of the loss first coming to their attention, and will need to show that they have exhausted all other available remedies.

If, for whatever reason, we are unable to run the practice, we have made alternate arrangements for the continuation of probate work for the clients, details of which can be obtained upon receiving a written request from 22 Watford Road, Wembley, HA0 3EP.

We will consider carefully any complaint you may make about our probate or estate administration work as soon as we receive it and do all we can to resolve it. We will acknowledge your letter within five business days of its receipt and endeavor to deal with it within eight weeks. If we do not deal with your complaint in this time, or if you are unhappy with our response, you may of course take up the matter with the Legal Ombudsman (LeO).