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

Applicable law

Our engagement letter, the schedules of services and our standard terms and conditions of
business are 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.

Client identification

2 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.

Client money

3 We may, from time to time, hold money on your behalf. The 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 in England and Wales.

Commissions or other benefits

4 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.


5 We are committed to providing you with a high quality service that is both efficient and
effective. However, should there be any cause for complaint in relation to any aspect of our
service please contact Sharn Pal Dubb. We agree to look into any complaint carefully and
promptly and do everything reasonable to put it right. If you are still not satisfied you can
refer your complaint to our professional body, the Institute of Chartered Accountants in
England and Wales.


6 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.

7 We may, on occasions, subcontract work on your affairs to other tax or accounting
professionals. The subcontractors will be bound by our client confidentiality terms.

8 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.

Conflicts of interest

9 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.

10 If there is a conflict of interest that is capable of being addressed successfully by the
adoption of suitable safeguards to protect your interests then we will adopt those
safeguards. We reserve the right to provide services for other clients whose interests are not
the same as yours or are adverse to yours subject of course to the obligations of
confidentiality referred to above.
Data protection

11 In this clause (11), 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 (SI2426/2003).
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:

(i) you have provided the necessary information to the relevant data subjects
regarding its use (and you may use or refer to our privacy notice available at
www.nielsens.net for this purpose);
(ii) you have a lawful basis upon which to do so, which, in the absence of any other
lawful basis, shall be with the relevant data subject’s consent; and
(iii) you have complied with the necessary requirements under the data protection
legislation to enable you to do so.
Should you require any further details regarding our treatment of personal data, please
contact our data protection officer.

12 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.
Electronic and other communication

13 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. Among other forms of electronic
communication, we may use an online secure document exchange portal designed to permit
us to collaborate online with you, and allowing secure document exchange and electronic
document approval. By using this portal, you may share documents and other relevant
content with us in a secure environment.

14 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.

15 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.
Fees and payment terms

16 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.

17 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.

18 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.

19 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.

20 We will bill annually or quarterly and our invoices will are due for payment upon
presentation/within 30 days of issue. 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.

21 We reserve the right to charge interest on late paid invoices at the rate of 5% above bank
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.

22 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.

23 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 (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.

24 We will only assist with implementation of our advice if specifically instructed and agreed in
Intellectual property rights

25 We will retain all copyright in any document prepared by us during the course of carrying
out the engagement save where the law specifically provides otherwise.

26 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.
Internal disputes within a client

27 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.
Investment advice (including insurance mediation services)

28 Investment business is regulated by the Financial Services and markets Act 2000.
If during the provision of professional services to you, you need advice on investments
including insurances, we may have to refer you to someone who is authorised by the
Financial Conduct Authority or licensed by a Designated Professional Body. 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.
We are not authorised by the Financial Conduct Authority. However, we are included on the
Register maintained by the Financial Conduct 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 Conduct Authority website at

29 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.
Limitation of third party rights

30 The advice and information we provide to you as part of our service 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 letter that a specified third party may rely on our work. We accept no
responsibility to third parties, including any group company to whom the engagement letter
is not addressed, for any advice, information or material produced as part of our work for
you which you make available to them. 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.
Period of engagement and termination

31 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.

32 Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to
the other party except where 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 prior to termination.

33 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 shall not be
required to carry out further work and shall not be responsible or liable for any
consequences arising from termination.
Professional rules and statutory obligations

34 We will observe and act in accordance with the bye-laws, regulations and code of ethics of
the Institute of Chartered Accountants in England and Wales and will accept instructions to
act for you on this basis. In particular you give us the authority to correct errors made by
HMRC where 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 on the internet at
We confirm that we are Statutory Auditors eligible to conduct audits under the Companies
Act 2006.When conducting audit work we are required to comply with the Ethical Standards
for Auditors which can be accessed on the internet at www.frc.org.uk/Our-Work/Codes-
Quality control

35 As part of our on-going commitment to providing a quality service, our files are periodically
reviewed by an independent regulatory or quality control body. These reviewers are highly
experienced and professional people and, of course, are bound by the same rules for
confidentiality as our principals and staff.
Reliance on advice

36 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

Retention of papers

37 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:
a) with trading or rental income: 5 years and 10 months after the end of the tax year;
b) otherwise: 22 months after the end of the tax year.
Companies, Limited liability Partnerships, and other corporate entities:
a) 6 years from the end of the accounting period.

38 Whilst 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.
The Provision of Services Regulations 2009

39 In accordance with our professional body rules, we are required to hold professional
indemnity insurance. Our professional indemnity insurers are Everest Insurance (Ireland)
DAC and Ascot Syndicate 1414 at Lloyd’s,  with any claims arising being handled on their
behalf by SIS Claims Limited, 150 Minories, London EC3N 1LS for attention of:
richard.bedford@sis-claims.com.  The territorial coverage is worldwide excluding

40 We are registered to carry on audit work in the UK by the Institute of Chartered Accountants
in England and Wales. Details of our audit registration can be viewed at
www.auditregister.org.uk under reference number C004155415.