THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Associated Services: includes all contracts, letters of engagement, informal agreements, and instructions for the provision of any and all professional services carried out by any of the Related Entities to the Client.
in Business Day: a day other than a Saturday, Sunday or public holiday in Northern Ireland, when banks in Belfast are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Client: the person or firm who purchases Services from the Company.
Client Default: has the meaning set out in clause 4.2.
Commencement Date: has the meaning given in clause 2.2.
Company: PGR Advisory Limited registered in Northern Ireland with company number NI643447.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between the Company and the Client for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Deliverables: the deliverables set out in the Engagement Letter produced by the Company for the Client.
Engagement Letter: the letter of engagement issued by the Company setting out the terms of the engagement between the Company and the Client in relation to the provision of Services by the Company to the Client.
Novated Contracts: all contracts, letters of engagement, informal agreements, instructions and other relationships relating to R&D Tax Credits transferred from PGR Accountants Limited to the Company on the Novation Date.
Novation Date: 18 April 2018
Related Entities : PGR Accountants Limited, the Company or any successor in title or nominee to either party as is appropriate in relation to the services performed thereunder.
Services: the services, including the Deliverables, provided by the Company to the Client.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes fax but not email.

Basis of contract
2.1 The Engagement Letter constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 In addition to the general provisions of clause 2.1 above, the parties acknowledge that with effect from the Novation Date, all rights, obligations and benefits held by PGR Accountants Limited under the Novated Contracts were novated and transferred to the Company.
2.3 In entering into this Engagement Letter the parties hereto confirm that all references in the Novated Contracts to PGR Accountants Limited shall be read as references to the Company with effect from the Novation Date, and any contracts, letters of engagement, informal agreements, instructions and other relationships which are not Novated Contracts may be novated or transferred by PGR Accountants Limited to the Company at any time, whereupon the provisions of clause 2.2 shall be deemed to apply to them from the date of such novation or transfer.
2.4 The Engagement Letter shall be deemed to be accepted when issued by the Company and signed by the Client by way of written acceptance or, in the absence of any written acceptance or request to amend any of the said terms, within fourteen days of the date of the Engagement Letter, at which point and on which date the Contract shall come into existence (Commencement Date).
2.5 Any advertising issued by the Company, and any descriptions or illustrations contained in the Company’s advertising literature, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.7 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

Supply of Services
3.1 The Company shall supply the Services to the Client in accordance with the Engagement Letter in all material respects.
3.2 The Company shall use all reasonable endeavours to meet any performance dates specified in the Engagement Letter, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Company reserves the right to amend the terms of engagement set out in the Engagement Letter if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.
3.4 The Company warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 The Company is a Chartered Accountancy Practice regulated by the Institute of Chartered Accountants in Ireland (ICAI). Both Richard Gray and Richard Bullock are licenced to practice by the ICAI. Any complaint relating to the Contract or Services should be made in writing by e-mail to Richard Gray at richard@pgraccountants.com or such other designated e-mail address as shall be notified from time to time.

Client’s obligations
4.1 The Client shall:
(a) ensure that the terms of the Engagement Letter are complete and accurate;
(b) co-operate with the Company in all matters relating to the Services;
(c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company;
(d) provide the Company with such information of whatsoever nature as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(f) keep all materials, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation.
4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

Charges and payment
5.1 The Charges for the Services shall be calculated on a time spent basis and, unless specifically set out otherwise in the Engagement Letter:
(a) the Charges shall be calculated in accordance with the Company’s daily fee rates, as set out in the Engagement Letter;
(b) the Company’s daily fee rates for each individual are calculated on the basis of a seven-hour day from 9.00 am to 5.00 pm worked on Business Days; and
(c) the Company shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
5.2 The Company reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
5.3 The Company shall invoice the Client monthly in arrears and on completion of the Services. All invoices shall be paid upon the terms endorsed thereon, which shall be either:
(a) immediately upon the receipt of funds from HM Revenue & Customs arising from the advices provided (and for the avoidance of doubt the Client hereby irrevocably authorises the Company to settle any and all invoices, fees, outlays or other sums due and owing from the Client to the Company from any monies held by the Company on behalf of the Client from time to time); or
(b) thirty days from the date of the invoice where no refund is due from HM Revenue & Customs.
5.4 In entering into this Engagement Letter, the parties acknowledge that any invoices, fee notes or other similar matters raised in relation to the Contract and the Associated Services may be raised by any of the Related Entities and that no issue shall be raised in relation to the invoicing party or otherwise as a result of the identity of the invoicing party. All amounts paid to any of the Related Entities under the Contract and the Associated Services, may be applied by any of the Related Entities in the discharge of any invoice, fee note or other similar matter raised in relation to the Contract or the Associated Services, as any of the Related Entities see fit. Any obligations of the Client under these Conditions in respect of the Contract, shall apply to the Client in respect of the Associated Services.
5.5 The Client shall, where not otherwise dealt with in clause 5.3 above, pay each invoice submitted by the Company:
(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Client; and
(b) in full and in cleared funds to a bank account nominated in writing by the Company, and
time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If the Client fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of Ireland’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.8 Save for as set out in clause 5.4 above, all amounts due under the 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).
5.9 The Client agrees that to enable reconciliation of HM Revenue & Customs tax deductions, funds are received by the Company in trust to a Client Account regulated by the Chartered Accountants Institute (the Company Client Account). The Client agrees that funds received in relation to any invoice fee note or similar matter raised in relation to the Contract or the Associated Services into the Company Client Account may be deducted by the Company or any of the Related Entities from the Company Client Account.

Data protection
The parties shall comply with their data protection obligations as set out in Schedule 1.

Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
7.1 The Company has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,500,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
7.2 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
7.4 Nothing in this clause 7 shall limit the Client’s payment obligations under the Contract.
7.5 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.6 Subject to clause 7.3 (No limitation in respect of deliberate default), and clause 7.5 (Liabilities which cannot legally be limited), the Company’s total liability to the Client:
(a) for loss arising from the Company’s failure to comply with its data processing obligations under clause 7 shall not exceed three times the last 12 months fees (prior to any claim) invoiced by the Company to the Client ; and
(b) for all other loss or damage shall not exceed three times the last 12 months fees (prior to any claim) invoiced by the Company to the Client.
7.7 Subject clause 7.3 (No limitation in respect of deliberate default), clause 7.4 (No limitation of customer’s payment obligations) and clause 7.5 (Liabilities which cannot legally be limited), this clause 7.7 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
7.8 The Company has given commitments as to compliance of the Services with relevant terms in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.9 Unless the Client notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the even] and shall expire 72 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7.10 This clause 7 shall survive termination of the Contract.

Termination
8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party forty eight months’ written notice.
8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within twenty-eight days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency (Northern Ireland) Order 1989, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.3 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
8.4 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services under the Contract or any other contract between the Client and the Company if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in clause 8.2(c) or clause 8.2(d), or the Company reasonably believes that the Client is about to become subject to any of them; and
(c) the Company reasonably believes that the Client is about to become subject to any of the events listed in clause 8.2(b).

Consequences of termination
9.1 On termination or expiry of the Contract:
(a) the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of the Company Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Company may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

General
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
(a) The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) Any company or person connected with the Company may provide any of the Services from time to time, and an invoice may be raised for the Services or any part thereof by the Company or any party associated with the Company without being deemed to be a novation, assignment, variation, amendment or other alteration to the terms of the Engagement Letter or the Contract. The Client shall be responsible for payment of the invoice irrespective of the party which raises the same, provided that at no time shall the Client be required to pay for the same Services on more than one occasion.
(c) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.
10.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 General authority In order to ensure that any refunds due from HM Revenue & Customs are received as quickly as practicable, you agree and give authority for the Company to:
(a) regularly make contact with HM Revenue & Customs from the date of submission of papers to them until receipt of funds and seek updates with your full and irrevocable authority to do so;
(b) authorise HM Revenue & Customs to settle any and all such payments as are due to be paid from time to time to the client account held by the Company on your behalf, and shall give any written or further authority as may be required from time to time to satisfy HM Revenue & Customs to this effect;
(c) carry out full reconciliation of any sums received against anticipated receipts and communicate with HM Revenue & Customs on your behalf as to any acceptance of the same, any discrepancies arising or any other matter relevant to such claim; and
(d) (subject to the provisions of clause 5.3(a) above) remit net proceeds of any recovery to your designated account from time to time but with no liability arising as to interest or other similar accrual unless and to the extent the same is actually earned by said funds while held by the Company on client account.
10.5 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
10.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.9 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by fax at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
10.10 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with Northern Irish law.
10.12 Jurisdiction. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Schedule 1 Data protection