Name of Firm Silbury Business Advisers Limited trading as Silbury, Chartered Accountants
Legal Form

Limited Company No. 04448592

Registered Address Venture House, Calne Road, Lyneham, Chippenham, SN15 4PP

Professional Body Silbury Business Advisers Limited is registered  to carry on company audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales.
The audit register in the UK can be viewed at www.auditregister.org.uk and www.cro.ie/auditors in Ireland. Although the searches on these registers can be by firm name or location, firms should quote their Institute registration number in case there is more than one firm with the same name. A suggested disclosure is:
‛Details about our audit registration can be viewed at www.auditregister.org.uk for the UK and, www.cro.ie/auditors for Ireland, under reference number C009196845.
VAT Number 793 9987 35
General Terms and Conditions 4.0 TERMS OF BUSINESS
4.1 Professional rules and practice guidelines

4.1.1 We will observe the Bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines.  In particular you give us authority to correct HM Revenue & Customs errors.  Copies of these requirements are available for your inspection in our offices.  We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 1989.

4.1.2 We confirm that we will carry out all work with reference to Audit Practices Board Ethical Standards and that these matters have been addressed in preparing this engagement letter.

4.2 Commissions or other benefits

4.2.1 In some circumstances, commissions or other benefits may become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits.  The fees that would otherwise be payable by you as described above will not be abated by such amounts.  You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.

4.3 Retention of records

4.3.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following preparation and audit of your accounts and tax return.  You should retain company records for 6 years following the end of the accounting year (and directors’ personal tax records for 6 years from the 31 January following the end of the tax year. This period can be extended if HM Revenue & Customs enquire into your tax return.

4.3.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we think may be of continuing significance.  You must tell us if you require retention of any document.

4.4 Conflicts of interest and independence

4.4.1 You agree that we may reserve the right to act during this engagement for other clients whose interests are or may be adverse to yours, subject to 4.5 below.  We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to the company.

4.5      Confidentiality

4.5.1 We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to our engagement.

  1. You agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information both during and after termination of this engagement.
4.6 Data Protection Act 1998

4.6.1 To enable to discharge the services agreed under this engagement, 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, we may obtain, use, process and disclose personal data about [you] [the] [business] [company,] [partnership] [its officers] [and employees].  You have a right of access, under the data protection legislation, to the personal data that we hold about you.  For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Christopher Baylis.

4.7 Quality control

4.7.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality control review.  Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as our partners and staff.

4.7.2 We confirm that we will carry out all work with reference to Audit Practices Board Ethical Standards and that these matters have been addressed in preparing this engagement letter.

4.8 Help us give you the best service

4.8.1 We wish to provide a high quality of service at all times.  If at any time you would like to discuss with us how our service could be improved or if you are dissatisfied with the service you are receiving please let us know by contacting the director handling your affairs.

4.8.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.  If we have given you a less than satisfactory service we undertake to do everything reasonable to put it right.  If you are still not satisfied you may of course refer the matter to our Institute.

4.9 Contracts (Rights of Third Parties) Act 1999

4.9.1 A person who is not a party to this Agreement shall have no right 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.

  1. The advice, which we give 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.

4.10 Limitation of liability

4.10.1 We will provide our professional services outlined in this letter with reasonable care and skill.  However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.

  1. You agree to hold harmless and indemnify us, our directors and staff, against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement.

4.11 Fees

4.11.1 When not working to a fixed fee, our fees are computed on the basis of the time spent on your affairs by the principals and staff and on the levels of skill and responsibility involved. Our fees will be billed monthly and will be due on presentation.

4.11.2 If it is necessary to carry out work outside the responsibilities outlined in this letter we will advise you in advance.  This will involve additional fees.  Accordingly we would like to point out that it is in your interest to ensure that your records etc., are completed to the agreed stage.

  1. We reserve the right to charge interest at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998 in the case of overdue accounts.  We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.  However, it is not our intention to use these rights in a way which is unfair or unreasonable.  
4.12 Applicable law

4.12.1 This engagement letter shall be governed by, and construed in accordance with, English law.  The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it.  Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in any inconvenient forum, or to claim that those Courts do not have jurisdiction.

4.13 Communicating with you

4.13.1 We will communicate with the directors in relation to the company’s auditing, accounting and tax affairs having agreed with you that they will represent the company.

  1. E-mail may be used to enable us to communicate with you.  As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery.  It is the responsibility of the recipient to carry out a virus check on attachments received.
  1. Internet communications are capable of data corruption, we do not accept any responsibility for changes made to such communications after their despatch.  It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.  We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to the company are borne by you.  If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
4.14 Money Laundering

4.14.1 In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2003 and the Money Laundering Regulations 2003 to:

  1. Maintain identification procedures for all new clients;
  2. Maintain records of identification evidence;
  3. Report, in accordance with the relevant legislation and regulations.
4.15 Investment advice
  1. If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority, as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.
  1. This firm is not authorised by the Financial Services Authority. However, we are included on the register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register, under “EPF search”.
Professional Liability Insurance

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurers are Royal & Sun Alliance Insurance plc and Zurich Insurance plc of 

Towergate Underwriting Financial Risks
77 Leadenhall Street
London EC3A 3DE.

 The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada

Other Activities undertaken and conflicts on interest If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the Code of Ethics of The Institute of Chartered Accountants in England and Wales which can be viewed at www.icaew.com/regulations/ethics, Code of Ethics section 220
Applicable professional rules For audit work, this is the Audit Regulations and Guidance which can be found at www.icaew.com/auditnews. There are also the International Standards on Auditing (UK and Ireland) at www.frc.org.uk/apb/publications/isa.cfm.

For all members this would be the Institute’s Code of Ethics which can be found at www.icaew.com/regulations.

For auditors there are also the APB Ethical Standards at www.frc.org.uk/apb/publications/ethical.cfm.