1. Introduction

1.1 These are the terms upon which we will carry out any work on your behalf. Please read them carefully and if you have any queries, let us know immediately, so that we can address your concerns.

1.2 Within these terms of business reference to “we”, “us” or “our” etc refer to the parts of Ricosta Capital Limited as identified in the engagement letter. “Associated business” means any business (including companies and unincorporated bodies) associated with us.

1.3 These terms of business apply to all the services we provide for you unless we agree otherwise in writing and together with any engagement letter they form the entire agreement between us.

1.4 These terms of business may only be varied by terms included in the engagement letter and in the case of conflict the engagement letter shall take precedence. Amendments to the engagement letter may only be made in writing.

2. Our Services and Standards

2.1 We aim to offer you an efficient, specialist and courteous service. As the matter proceeds, we shall keep you informed of progress.

2.2 If we acquire confidential information from you concerning your business or affairs, we will maintain the confidentiality of that information unless the information properly enters the public domain.

2.3 We may however disclose that we have provided services to you together with any other information already properly in the public domain for the purposes of marketing, publicising or selling our services. We may identify you by name and give a general indication of the services provided.

2.4 We will also disclose information, including confidential information to:

• Our partners and staff and our associated businesses for the purpose of providing services to you or for other purposes internal to us or our associated businesses.

• Comply with any requirement of English law or any other relevant jurisdiction.

• Any regulatory body with whose requirements we are bound to comply.

• At our discretion any regulatory body to whom we have a right to disclose information

• Our professional advisers and professional indemnity insurers.

2.5 We will rely and act upon instructions or information given in any manner, including verbal, written and electronic where we reasonably believe the instructions or information have emanated from you or your authorised representative.

2.6 Where we reasonably believe action needs to be taken by us on your behalf in order to properly perform the services we are providing but no adequate or timely instructions have been received by us you hereby authorise us to take whatever reasonable action we consider appropriate in the circumstances.

3. Fees

3.1 Our fees, or the basis of charging, will be agreed with you and will reflect the contribution to your affairs by our directors and staff, the level of skill and responsibility involved and the hours spent on your affairs.

3.2 In respect of any additional fees charged to you we reserve the right to submit invoices to you at regular intervals (usually monthly) or otherwise at appropriate stages in the progress of your matter. We also reserve the right to request payment on account fees in advance of commencement of work.

3.3 If a timetable has been agreed relating to all or part of our services and it is not met due to delays in your making information, documentation or personnel available to us we may charge fees, in addition to those originally agreed, for any work performed outside this timetable on the basis of our normal rates.

3.4 If you wish to dispute a fee you must notify us in writing 7 days or less after the date on the fee note. In the absence of this you will be deemed to have agreed that the fee was correctly charged and is due for payment in accordance with the agreed payment terms.

3.5 Unless otherwise agreed our fees will be issued as requests for payment and a VAT receipt where applicable will be issued following payment.

3.6 Any initial Engagement fee paid is non-refundable once our work has commenced, as are any fees we have incurred on your behalf including but not limited to third party professional fees and/or valuation fees.

3.7 Our fees are due for payment, without any right of set off, 7 days or less after the date of our request for payment or the date of our invoice (whichever is issued) unless different payment terms have been agreed in writing.

3.8 If payment is not received by us in accordance with the agreed payment terms, we reserve the right to claim interest at 4% above the AIB (GB) base rate if you are a consumer, or at the rate fixed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 if you are a business client.

4. Estimates

Any estimate provided by us in respect of fees is provided merely as a guideline to assist you in budgeting. All estimates remain as such unless and until they are confirmed as a firm quotation in writing.

5. Disbursements

5.1 We will not incur an expense or disbursement which exceeds £100 without obtaining your agreement beforehand and in such circumstances we reserve the right to require that you provide payment of the expense or disbursement concerned before incurring it. Otherwise the disbursement or expense will be invoiced to you immediately that it is incurred and the invoice concerned will be required to be paid by you within 7 days of your receipt of it.

6. Value Added Tax

Any estimate or quotation which we provide to you is net of any VAT which will be charged at the appropriate rate on fees, disbursements and expenses which attract VAT.

7. Termination of Instructions

7.1 You may terminate your instructions to us in writing at any time but we will be entitled to keep all your papers and documents while there is money owing to us for charges and expenses. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must tell us this clearly in writing.

7.2 If we decide to stop acting for you, for example if you do not pay an interim bill or comply with the request for payment on account, we will tell you the reason and give you notice in writing.

7.3 If as a result of circumstances beyond our reasonable control we are unable to provide services to you, then we will notify you accordingly. In such circumstances we shall not incur any liability to you as a consequence of such termination.

7.4 We usually charge a fixed fee as agreed in our Engagement Letter. However, if for whatever reason our Engagement is terminated early or in the event that you decline any offer we obtain we reserve the right to charge fees at our standard rates according to the time that members of our staff were engaged in dealing with your matter. Our standard hourly rates are: Director level £185, Administrator level £100.

7.5 If you provide us with incorrect or incomplete information, or withhold material facts which could affect our ability to build a financing proposal, we may immediately terminate our relationship without liability. If we fail to provide a funding offer for you as a result of this, you will have no claim against us.

8. Data Protection

8.1 Under the Data Protection Act 1998 your consent is required to the processing and supply of certain data. By retaining us you authorise us to carry out checks (including enquiries relating to directors and other individuals) with credit reference agencies who may keep the record of that search.

8.2 To enable us to provide our services to you pursuant to our engagement letter 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, your business and your employees where it is not overridden by the data subject’s own privacy rights. We confirm when processing data on your behalf we will comply with the relevant provisions of the Data Protection Act 1998 and any other relevant legislation including the General Data Protection Regulation (EU 2016/679). Our privacy notice (available at http://ricosta.capital/privacy-policy) explains how we process client personal data.

8.3 We and any associated business will only use your personal data (including names, addresses and any personal details) to provide our services to you, which may include sending to you mailshots, technical and other updates and seminar invitations, and for other related purposes. We may also send you marketing and promotional material either by post, telephone or email in relation to services, which we believe may be of interest to you.

8.4 You consent to your personal data being transferred to or shared with any associated business.

8.5 We may occasionally disclose limited personal information to organisations with whom we are co-ordinating joint marketing initiatives or to third parties that are also providing services to you, whether in the UK or overseas provided that the transfer is undertaken in compliance with the data protection legislation and where such a disclosure is not overridden by the data subject’s own privacy rights.

8.6 We may disclose client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client business and personal data in the same way as set out in these terms.

9. Intellectual Property Rights and Confidentiality

9.1 You will have the full right and licence to distribute copies of materials we create for you within your own organisation but solely for the purpose of the particular matter for which they were prepared. However, all copyright and other intellectual property rights in all documents, reports, written advice or other materials provided by us to you remains with us. If you wish to distribute copies of these materials outside your own organisation you must obtain our prior written permission.

9.2 You shall not at any time without the prior written consent of us disclose any such materials provided to you by us to any third party other than those of your employees or agents who are reasonably required in the course of their duties to receive and acquire the same.

9.3 You will give all assistance required by us to enable us to prevent any improper use of materials provided to you by us by any of your employees or agents and you indemnify us for any losses, costs, fees or expenses incurred by it in taking any action (including if necessary any court proceedings) to prevent any improper use of its materials by any unauthorised person whatsoever.

9.4 We may demand the immediate return of any materials provided to you in any form by notice in writing to you at any time.

10. Money Laundering

To comply with current legislation and for the protection of all our clients we operate a money laundering reporting procedure. In certain circumstances information will be revealed by us to the appropriate authorities in relation to any suspicion of money laundering.

11. Electronic Communication

The electronic transmission of information cannot be guaranteed to be secure or free of viruses or error and such information could therefore be intercepted, corrupted, lost, destroyed arrive late or incomplete or otherwise become adversely affected or unsafe. We may use email and other electronic means to communicate with you but any information will not be encrypted.

We use commercially reasonable procedures to check our systems for the currently most commonly known viruses. You are, however, responsible for protecting your own systems and interests in relation to electronic communications and viruses.

12. Complaints

12.1 If at any time you wold 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 responsible for your affairs. We will look into any complaint carefully and promptly and do all we reasonably can to resolve the position.

12.2 If you feel that your complaint is not properly addressed please contact one of our other directors at Manor Court Chambers, Townsend Drive, Nuneaton, CV11 6RU.

13. Retention of Records

13.1 When our services are complete we will return to you any original documents and records obtained or made available to us which belong to you unless you specifically instruct otherwise.

13.2 We will destroy all correspondence, working papers, documents and other records held by us after seven years, except for documents which we consider to be of continuing importance. Client personal data will be held in accordance with our Privacy Policy which is available on our website.

13.3 You are responsible for the safe keeping of all records required to be kept by you either under any relevant legislation or for any other reason.

14. Liability

14.1 You agree that the agreement is between you and us and no special duty is owed to you by any individual partner/director or employee of us. Any advice given to you by any individual, director or employee is done so on our behalf and not in their individual capacity. Each and every director and employee of us will be entitled to enforce the benefit of the following liability provisions under the Contracts (Rights of third Parties) Act 1999.

14.2 We will not be liable to you for any loss or damage unless due to our negligence or wilful default or due to a breach of our contractual or other legal obligations to you in relation to this agreement. We will not in any circumstances be liable to you for indirect or consequential loss including but not limited to loss of profits.

14.3 We will not be liable to you on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage loss or omission arising from or in connection with transmitting information between us by way of electronic communication of information between us and your reliance on such information.

14.4 We will not be liable for any losses or damages arising from the supply by you or others of incorrect or incomplete information or from withholding of information or from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or others.

14.5 You agree to hold harmless and indemnify us against claims by you or third parties as a result of any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with our services.

14.6 We accept no responsibility to third parties for any aspect of our professional services or work that is made available to such third parties. We accept no responsibility for any losses arising as a result of your use of documents, reports or advice for purposes for which they were not prepared.

14.7 The warranties set out in this agreement are the only warranties which we shall give and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

14.8 In any event, the limit of our liability in respect of each client shall not exceed £50,000

15. Severability

If any term or provision is held to be illegal or unenforceable, in whole or in part, that term or provision or part shall to that extent be deemed not to form part of this agreement. The validity and enforceability of the remainder of this agreement will not be affected.

16. Applicable law

These terms of business shall be governed by and be construed in accordance with English law and the parties consent to the exclusive jurisdiction of the English Courts in all matters connected with them.