Terms of Business

Moore and Smalley LLP (trading as MHA Moore and Smalley)

Financial Planning Terms of Business – April 2024

This agreement sets out the terms under which we’ll provide our services to you, so it’s important that you read it fully. If there is something you don’t understand, please ask us to explain it.

1. Authorisation statement

MHA Moore and Smalley is the trading name of Moore and Smalley LLP, 9 Winckley Square, Preston, PR1 3HP. We are authorised and regulated by the Financial Conduct Authority (FCA). Our permitted business is advising on and arranging pensions, savings and investments products, non-investment insurance contracts and some specialist mortgage plans such as equity release. The FCA regulates financial services in the UK, and you can check our authorisation and permitted activities on the Financial Services Register by visiting the FCA’s website www.fca.org.uk/firms/systems-r... or by contacting the FCA on 0800 111 6768. Our Financial Services Register number is 448716.

2. MHA network

MHA Moore and Smalley is a member of the MHA network, more details of which can be found on the “Details of MHA UK Entities” page on our website (www.mha.co.uk). You agree that MHA Moore and Smalley takes full responsibility for the advice and services provided under these engagement terms and maintains its own separate professional indemnity insurance policy outside of that maintained by the MHA entities. More details regarding MHA Moore and Smalley’s (i) professional indemnity insurance and (ii) complaints handling procedure are set out below. Other members of the MHA network shall not have any responsibility or liability for the services provided under this engagement.

3. Our Services - Independent financial advice

3.1 Not all financial advisers are independent. Some are confined to advising on the products of one or more providers of financial products and investments. We are independent and will consider a range of products from the available market that can meet the investment objectives of a retail client but will only provide a recommendation to you when we know the product is suitable for your personal circumstances. As independent advisers we are unable to receive and retain inducements from providers. You can confirm our independent status by checking the FCA register. Our advice is based on our current understanding of UK taxation and legislation.

3.2 We don’t provide advice in relation to individual share holdings, and if you need assistance with this, we suggest you speak to a stockbroker. We don’t provide advice on options, futures and other derivative contracts as we believe these are unlikely to be suitable for our clients.

3.3 We don’t carry out execution only transactions.

3.4 If you don’t want to discuss a particular area of financial planning and that area should not form part of the advice given, we can exclude it if you request this. This would be known as limited advice. Opting for limited advice may of course have a bearing on the advice given.

3.5 Information about connected individuals - we may need to gather personal information about your close family members and dependants in order to provide our service to you effectively. In such cases, it will be your responsibility to ensure that you have the consent of the people concerned to pass their information to us. Please refer to our Privacy Statement on our website.

3.6 We will confirm to you in writing the basis of our recommendations along with details of any special risks associated with the products or investment strategies recommended. When you receive your written report, it will be your decision to implement the recommendation and your responsibility to let us know if you wish to proceed or not. MHA Moore and Smalley assumes no responsibility should you implement the financial planning recommendations yourself or via a third party professional.

3.7 You should be aware that investments carry varying degrees of risk and as their underlying value can fall as well as rise you may not get back the full amount invested. The price of investments we recommend may depend on fluctuations in the financial markets or other economic factors which are outside our control. Past performance is not necessarily a guide to future performance. Specific risk warnings relevant to our recommendations will be confirmed in the relevant product literature.

3.8 For non-investment protection contracts we are an intermediary and will act on your behalf when providing advice and making our personal recommendation(s) to you. We will do this based on a fair and personal analysis of insurers for protection contracts such as term assurance, income protection, critical illness.

3.9 For general insurance contracts such as private medical insurance, we are an intermediary and will act on your behalf when recommending an insurer based on your demands and needs from a fair analysis of the market.

3.10 Full details of the products we recommend will be confirmed in the product literature you will receive before it is arranged. We will inform you if any investment we recommend restricts future access to your capital.

4. Classification of clients

4.1 Unless we notify you in writing to the contrary, we will be treating you as a “retail client” for investment business. This means that you are afforded the highest level of protection under the regulatory system and should have the right to take any complaint to the Financial Ombudsman Service (FOS). FOS is an arbitration service for clients to refer unresolved complaints to and full details of their service can be found on their website www.financial-ombudsman.org.uk

4.2 Any advice or recommendation(s) we offer to you will only be given after we have assessed your needs and considered your financial objectives, attitude to risk and capacity to bear any losses. We will also take into account any restrictions that you wish to place on the types of products or investment strategy you would be willing to consider.

4.3 Our advice is subject to the UK regulatory regime and is therefore restricted to consumers based in the UK.

5. Vulnerable Consumers

5.1 Vulnerability occurs in a variety of ways which may be permanent or temporary. In many circumstances, the individual may not recognise themselves as ‘vulnerable’. We will ensure our staff are aware of our policies and are adequately trained and will provide support to those individuals who are identified as vulnerable. We may also signpost the individual to agencies who may be able to help. If you feel you need such assistance, please notify us immediately.

5.2 If you require support, for example, in the form of large print text, please let us know.

5.3 Our offices are designed to include facilities for those with disabilities. Please let us know if you need any support attending a meeting at one of our offices.

6. Service

6.1 We are committed to providing the highest standard of financial advice and service possible. The interest of our clients is paramount to us and to achieve this we have designed our systems and procedures to place you at the heart of our business. In doing so, we will:

• be open, honest and transparent in the way we deal with you;

• not place our interests above yours;

• communicate clearly, promptly and without jargon;

• Informally seek your views and perception of our dealings with you to ensure it meets your expectations or to identify any improvements required.

6.2 We offer a variety of service propositions for you to choose from. We acknowledge that our clients have different financial planning requirements, and we believe it is only fair to help you choose the appropriate service level which best fits your current needs and circumstances. Your dedicated Financial Planning Consultant will explain each service level with you during your initial meetings and you will subsequently be provided with details of both our initial and ongoing service commitment to you, and the associated costs, in writing. Any advice that we provide to you will always be confirmed to you in writing.

6.3 Where we agree to provide you with our ongoing review service, to reassess the continued suitability of the plans we have recommended, we will carry out this review annually (unless we have agreed a different frequency). We will need to contact you to arrange your review and our normal ways of communicating are by telephone, video conference, post, email and in person.

6.4 Please be aware that any product or investment we have arranged for you will only be kept under review as part of an agreed ongoing service for which you agree to pay (we will agree associated fees with you in writing).

6.5 If we recommend any product that is not regulated by the Financial Conduct Authority (FCA) under the Financial Services and Markets Act 2002, we will highlight to you the loss of protection under the Financial Services Compensation Scheme (FSCS).

7. Our charges

7.1 As a professional firm, we charge fees for our services. We provide you with an initial exploratory meeting free of charge. This helps us to scope out the work and understand your financial objectives. We will also discuss the cost, and levels of our services both initially and throughout our relationship with you if you choose to engage with us. Our charges usually take the form of fees, however commissions may be payable for non-investment insurance products, such as term assurance.

7.2 Details of fees/commissions will be disclosed in writing by us prior to any work being carried out.

7.3 Under current legislation, where we advise on a regulated product, our fees are usually exempt from VAT. Where our advice extends beyond regulated products, VAT may be chargeable, but where this is the case any VAT payable will be clearly identified.

7.4 If we agree any type of commission rebate with you and you cease to pay premiums or terminate a contract in the early stages of its operation, we may have to repay all/part of the commission to the product provider. We therefore reserve the right to ask you to contribute to such repayment.

7.5 Under certain conditions, commissions or other benefits may be due concerning transactions we facilitate on your behalf. In such instances, you will receive written notification detailing the amount and conditions of payment. The fees outlined above will not be reduced by these sums. You agree to allow us to retain such commissions or benefits without any obligation on our part to remit these amounts to you.

7.6 Our terms relating to payment of amounts invoiced, and not covered by standing order / direct debit, are that payment is due on receipt of the invoice unless alternative credit arrangements have been made. 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. We reserve the right to charge interest on overdue accounts and reserve the right to terminate our engagement and cease acting if payment of any fees bills is unduly delayed. In the event that this firm ceases to act in relation to your affairs, you agree to meet all reasonable costs of providing information to your new advisors. In particular, you agree to meet these costs where we are required by law to provide information to a successor firm.

8. Standalone Investment Services and Costs

These fees are based on a percentage of the amount you invest, subject to a minimum fee. The two steps of this process are explained here:

Financial Review and Recommendation

This will be a continuation from the initial discussion, or further factfinding appointments, as required. This process covers the:

• gathering of information about your existing financial arrangements and developing a full understanding of your personal circumstances;

• understanding of your investment knowledge and attitude and tolerance towards investment risk;

• recommendation of a suitable investment solution that matches your risk profile and the subsequent assessment and suitability of any existing holdings;

• preparation of our recommendations to you;

• arranging a follow up appointment to explain and discuss our recommendations in detail.

This may be a standalone specialist report or a report which recommends the implementation of new or adjustment of existing investments. Where no subsequent implementation is involved, our charge for this service varies based on the complexity of your arrangements but is subject to a minimum of £1,271. We will confirm this fee in writing following our initial meeting and once we have understood your requirements.

Policy Arrangement & Implementation – Lump Sum Investments or Transfers

Where policy arrangement or implementation is involved, should you instruct us to proceed with (any of) our recommendation(s) we will act for you in the following ways:

• Handle all fund and policy administration on your behalf;

• Provide regular updates to keep you informed of progress;

• Ensure all your documents are issued in line with your expectations;

• Provide confirmation of all actions taken on your behalf in writing.

Our charge for this service is based on a percentage of the amount you invest and/or transfer. Again, the charges vary according to complexity, are subject to minimums, and are applied as follows:

Investment Complexity/Size Complex Standard Simplified

Investment Complexity/Size	Complex	Standard	Simplified
£0 - £500,000	3.75%	3.00%	2.25%
£500,001 - £1,000,000	2.50%	2.00%	1.50%
£1,000,000+	1.25%	1.00%	0.75%

This payment can either be facilitated by the product provider when they receive your funds or paid directly by you. As detailed above, there may be a separate Review and Recommendation Fee charged in some circumstances.

Example:

	Investment Complexity
£500,000 Investment	Complex	Standard	Simplified
£0 - £500,000	£3,750	£3,000	£2,250
£750,000 Investment
First £500,000	£18,750	£15,000	£11,250
Next £250,000	£ 6,250	£ 5,000	£ 3,750
Total Fee Payable	£25,000	£20,000	£15,000
£1,250,000 Investment
First £500,000	£18,750	£15,000	£11,250
Next £500,000	£12,500	£10,000	£ 7,500
Next £250,000	£ 3,125	£ 2,500	£ 1,875
Total Fee Payable	£34,375	£27,500	£20,625

8.1 Policy Arrangement & Implementation – Regular Savings / Investments

Our charge for implementing a regular contribution savings or investment plan is 3% of the first year’s contributions, subject to overall minimum implementation fees. You can pay this under either of the two options listed below:

• Option 1

You can pay this directly on commencement of the policy.

Example: if your monthly contribution is £500 and you are implementing no other investments, our minimum fee of £1,1271 would apply.

Example: if your monthly contribution is £500 and you are implementing £100,000 of other standard complexity investments, our fee would be £3,000 for the £100,000 investment and £180 for the regular investment, meaning £3,180 would therefore be payable.

• Option 2

You can facilitate the implementation fee through your policy.

Example: if your monthly contribution is £500 and you are implementing no other investments, our minimum fee of £1,210 would apply. This would be collected by deducting £105.92 each month (£1,271/12) from your monthly contributions for the first 12 months.

Should you decide to pay this charge through your policy and payments to the policy subsequently cease, we will calculate the total payments received to date and charge you the balance against the fee due.

For example, if you invest £500 pm our total charge will be £1,271. We will deduct £105.92 from each monthly contribution until paid in full. Should payments cease after month 6 (and £635.52 has been collected) the difference will be charged to you i.e. £635.48.

9. Specialist Services

9.1 There may additional fees payable for more complex planning work and one-off projects. For example (but not exhaustively) cash flow forecasting, lifetime and annual allowance calculations. For such work we would normally charge a fixed fee, which would be agreed with you before commencing work.

10. Non-Investment Protection and General Insurance contracts

10.1 When we arrange the sale of a protection or insurance contract, we will not charge you a fee, as we will receive a commission from the provider. The amount of this will be disclosed to you in the product literature.

11. Ongoing Services

11.1 It is important to review every investment you hold and at regular intervals. At the time of, or prior to, our recommendation to you, we will discuss our on-going service proposition. This is confirmed in our Ongoing Service Agreement which will be sent to you separately from this agreement.

12. Payment of Fees

12.1 Fees may be payable from product charges, from you directly, or by a combination of both methods. Note that where we agree that a fee is to be paid by product charges e.g., 0.5% pa of your investment portfolio, this may be deducted monthly by the provider. Fees due will be calculated at your review date, and where payments are received from product providers, balancing fees may be payable 

13. Working with other professional firms

13.1 When we are asked to advise the clients of professional firms, we will endeavour to liaise with those firms to ensure that our advice complements theirs. In recognition of their involvement, we may pay such firms a proportion of our remuneration, which will be disclosed in writing.

14. Documentation

14.1 We will endeavour to make arrangements for all your investments to be registered in your name unless you first instruct us otherwise in writing. Where we receive an original policy document, we will forward this to you for your safekeeping. If there are a number of documents relating to a series of transactions, we will normally hold each document until the series is complete and then forward them to you. We will issue all communications in English, unless agreed otherwise.

15. Material Interest

15.1 We will act honestly, fairly and professionally; known as conducting business in ‘Client’s best interest’ regulations. Occasionally situations may arise where we or one of our other clients have some form of interest in business transacted for you. If this happens, or we become aware that our interests or those of one of our other clients conflict with your interest, we will inform you to obtain your consent before we carry out your instruction and detail the steps we will take to ensure fair treatment. Where this cannot be achieved, we will not conduct the business.

16. Advice

16.1 We will only execute trades and other transactions for you following our advice. There may be a charge for providing this advice. We do not carry out trades or transactions on an “execution only” basis i.e., on your instruction without us providing advice.

17. Instructions and Communications

17.1 Where you provide a written instruction to us e.g., via email, we may take steps to verify your identity prior to carrying out the instruction requested. For verbal instructions, you may be asked to provide confirmation of instructions in writing to us to aid clarification. Where you contact us via telephone, we may need to verify your identity. We will do this by asking you to verify some personal details.

17.2 We will establish an agreed means of communication with you, and as far as it depends on us, we will implement commonly accepted security measures to protect messages we send to you.

17.3 Should you have agreed to use our eSignature system, you may need to sign a separate consent document.

17.4 Our financial planning team are not qualified to render legal or accounting advice or to prepare legal or accounting documents. You should refer to a solicitor or accountant on any point of law or accountancy that may arise during discussions with us. We can of course refer you to our in-house accountancy experts who will quote their fee as appropriate.

18. Cancellation Rights – insurance / provider contracts

18.1 In most cases you can exercise a right to cancel by withdrawing from the contract. In general terms you will normally have a 30 day cancellation period for a life, pure protection, payment protection or pension policy and a 14 day cancellation period for all other policies. For investments this will typically start when funds are invested and for pure protection policies this will normally begin when you are informed that the contract has been concluded or, if later, when you have received the contractual terms and conditions. Instructions for exercising the right to cancel, if applicable, will be contained in the relevant product information issued to you.

18.2 If you cancel a single premium contract, you may incur a loss due to market movements. This means that, in certain circumstances, you might not get back the full amount you invested if you cancel the policy.

18.3 The relevant product information will outline cancellation rights along with any other early termination rights and penalties. 

19. Client Money

19.1 We are not permitted to handle client money and we cannot accept a cheque made out to us (unless it is in respect of an item for which we have sent you an invoice) or handle cash.

20. Help us to give you the right service / complaints

20.1 We are committed to providing you with a high-quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or you are dissatisfied with the service you are receiving, please let us know, by contacting Mr Graham Gordon.

We treat complaints very seriously. If you wish to register a complaint arising out of the financial planning services provided, please contact us:

a in writing - Graham Gordon, MHA Moore and Smalley, 9 Winckley Square, Preston, PR1 3HP

b By phone – telephone 01772 821021

c By email – complaints@mha.co.uk

A summary of our internal complaints handling procedures for the reasonable and prompt handling of complaints is available on request and if you cannot settle your complaint with us, you may be entitled to refer it to the Financial Ombudsman Service at www.financial-ombudsman.org.uk or by contacting them on 0800 023 4567.

21. Compensation

21.1 If you make a complaint and we are unable to meet our liabilities, you may be entitled to compensation from the Financial Services Compensation Scheme. This depends on the type of business and circumstances of the claim. Further information about amounts and limits for all product types are available from the FSCS at http://www.fscs.org.uk/what-we....

22. Anti-Money laundering

22.1 We are required by the anti-money laundering regulations to verify the identity of our clients, to obtain information as to the purpose and nature of the business which we conduct on their behalf, and to ensure that the information we hold is up to date. For this purpose, we may use electronic identity verification systems and we may conduct these checks from time to time throughout our relationship, not just at the beginning.

22.2 We have a statutory obligation under the legislation to report to the National Crime Agency any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our obligations, neither the firm’s principals nor staff may enter into any correspondence or discussion with you regarding such matters.

22.3 If we are not able to obtain satisfactory evidence of your identity and where applicable that of beneficial owners, we will not be able to proceed with the engagement.

23. Disclaimer

23.1 No responsibility can be accepted by this firm for (i) any action taken without its professional advice in reliance on the contents of any Report submitted by the firm or (ii) any advice given by referring solicitors or other professionals, whether in a joint meeting with advisers from the firm or otherwise.

24. Law

24.1 The Engagement Letter and these Terms of Business are governed and shall be construed in accordance with English Law and the parties shall submit to the exclusive jurisdiction of the English Courts.

25. Changes in law, in practice or in public policy

25.1 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, public policy or your circumstances.

25.2 We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice, or public policy that are first published after the date on which the advice is given to the fullest extent permitted by applicable law.

26. Force Majeure

26.1 We shall not be in breach of this Agreement and we shall not incur any liability to you if there is any failure to perform our duties due to any circumstances reasonably beyond our control.

27. Disengagement / Termination of ongoing service

27.1 The authority to act on your behalf may be terminated at any time without penalty by either party giving seven days’ notice in writing to that effect to the other, but without prejudice to the completion of transactions already initiated (unless the circumstances around the termination affect our ability to conclude a piece of work). Termination will not affect instructions which have been actioned, liabilities which have been incurred, or any business already initiated on your behalf before receipt of the written notice. We do however reserve the right to charge a reasonable fee for the services provided to you.

27.2 Should our contract be terminated; we will endeavour to agree with you the arrangements for the completion of work in progress at that time. We may however be 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 consequence arising from termination.

27.3 Certain solutions recommended to you may have required the need for a regular review because the product has been designed to be advisory and not designed for clients wishing to self-manage. Where this is the case, and we take steps to disengage with you, we would be required to advise you on a suitable alternative if you were wanting to self-manage - additional fees may be payable for this advice. Alternatively, you may decide to appoint a new adviser to look after and review the arrangement.

27.4 You may wish to terminate our authority to act on your behalf for an ongoing service. Termination must be given in writing and will take effect from the date of receipt. You will be liable to pay for any services we have provided prior to termination and any fees outstanding, as applicable.

27.5 If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

28. Your obligations

28.1 Our advice will be based on the information that you give so it’s important that you provide us with accurate and up to date information when we request details about your circumstances and objectives. If the information you provide is inaccurate, or you limit the information provided, this could affect the suitability of the advice we give.

29. Professional indemnity insurance

29.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is brokered via Sentinel Corporate Risk Insurance Brokers, 7 Camden Place, Preston, PR1 3JL.

30. Retention of and access to records

30.1 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 the work we carry out for you. Please refer to our Privacy Policy on our website for information on documentation that we may deem appropriate to destroy or retain where there is continued significance or legal obligations.

31. Confidentiality

31.1 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 regulatory, ethical or other professional statements relevant to our engagement.

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

31.3 We reserve the right, for the purpose of training or other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.

32. Quality control

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

33. Electronic communication

33.1 We may communicate with you and with third parties via email, web portals, messaging systems or other electronic means. The internet is susceptible both to error of destination and to delay, and as such, we disclaim liability for all loss arising from such error or delay. We do not accept responsibility for data shared by you to us or third parties, nor are we responsible for the actions of third parties. Internet communications are capable of data corruption and interception, and we do not accept any responsibility for changes made to communications by rogue third parties. We may follow up advice with a confirmation letter on our letterhead which may itself be delivered electronically. We accept no liability for any loss or damage caused to you by your accepting messages or advice which you later discover we have not sent you or which have been altered by others. You must therefore thoroughly check that a message or advice is genuine before accepting such as advice.

33.2 It is the responsibility of the recipient to carry out security checks on any attachments received.

34. Data Protection

34.1 To enable us to discharge the services agreed under our engagement and for the other related purposes including updating client records, analysis for management processes and statutory returns, crime prevention and legal and regulatory compliance, as a data controller we may obtain, use, process and disclose personal data about you /your business/company/partnership/its officers, employees, shareholders and other related individuals. The personal data we hold, the lawful purposes we hold and process it for and the nature of that data by category of person can be understood by reviewing our privacy policy which can be found on our website. Alternatively, a pdf version can be requested by contacting us.

34.2 We confirm when processing data on your behalf that we comply with the provisions of all relevant data protection legislation and regulation.

34.3 You will ensure that any disclosure of personal data to us complies with current data protection legislation. If you supply us with personal data or confidential information you shall ensure you have a lawful basis to provide it to us and will fully indemnify and hold us harmless if you do not have a lawful basis and as a consequence that causes us loss. If you are supplying us with a data subject’s personal data on the basis of a power of attorney, or as a deputy appointed by the court, you must produce to us an original or certified copy of the court document on demand. You must ensure you have provided the necessary information to the relevant data subject regarding its use. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

35. Limitation of third-party rights

35.1 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.

35.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it, unless we have expressly agreed in writing that a specified third party may rely on our work. We will accept no responsibility for third parties, including any group company to whom the engagement letter is not addressed, your spouse nor any family member of yours or your employer, for any aspect of our professional services or work that is made available to them.

36. Foreign Account Tax Compliance Act (FATCA)

36.1 We are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non Financial Foreign Entity (NFEE), nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.

37. Liability

37.1 We will provide services 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 information or fail to supply 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 to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside of our control.

37.2 You will not hold us, our principals / directors / staff responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional), supplied to us orally or in writing. This applies equally to fraudulent acts, misrepresentations, or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. However, this exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.

37.3 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 not accept responsibility to third parties for any aspect of our professional services or work that is made available to them.

38. Intellectual property rights and use of our name

38.1 We retain all the intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. You may only use the rights to the extent we agreed when engaged to provide services to you and may not resell or sublicense such rights without our further prior consent.

38.2 You are not permitted to use our name in any statement or document that 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.

39. Draft / interim work or oral advice

39.1 In the course of our providing services to you, we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.

40. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 – The Regulations

40.1 The Regulations apply where a contract for the provision of services is initially agreed with an individual (consumer) at a meeting except for meetings in the offices of MHA Moore and Smalley.

40.2 Under The Regulations, MHA Moore and Smalley are required to provide to the individual at the meeting a Notice of Right to Cancel, however, in order to minimise administrative costs, this Notice has been incorporated into these Terms of Business and the Engagement Letter to which the terms relate, if applicable. These Terms of Business and Engagement Letter, if applicable, therefore replace the required Notice of Right to Cancel under the Regulations.

40.3 Under The Regulations, the individual has the right to cancel the contract within 14 days of the receipt of this Notice and to do so must deliver or send a written cancellation notice to MHA Moore and Smalley or the notification can be sent by email if preferred.

40.4 The Regulations also apply where a contract for the provision of services is initially agreed with an individual (consumer) either by telephone or email.

40.5 Under the Regulations the individual has the right to cancel the instructions to MHA Moore and Smalley within 14 working days of receipt of these Terms of Business and Engagement Letter, and to do so should notify the firm.

41. Interpretation

41.1 If any provision of these Terms of Business or the Engagement Letter 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.

42. Internal disputes within a client

42.1 If we become aware of a dispute between the parties who own the business, or who are in some way involved in its ownership and management, it should be noted that our client is the business (unless we have agreed otherwise) 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 / partnership. and take no further action until the board / partnership has agreed the action to be taken. In certain cases, we reserve the right to cease acting for the business / client entirely.

43. Successor Firm

43.1 If we should merge with another firm or transfer our business to another entity (a “Successor Firm”), our Engagement with you shall not terminate automatically by reason of such merger or transfer. You agree that the Successor Firm is automatically appointed by you on the same terms as set out in the Engagement Terms, so that continuity in the delivery of the Services can be maintained. This does not limit your right to terminate the Engagement as set out in these Terms of Business or elsewhere in the Engagement Terms.

44. Declaration

44.1 This is our Terms of Business agreement upon which we intend to rely. For your own benefit and protection, you should read these terms carefully before signing them. If you do not understand any point, please ask for further information.

I/We are aware of the costs of your services and agree to the method and timing of these.

You should note that when paid through the investments it may reduce your personal tax thresholds and/or exemption levels. Where this happens, we will discuss it with you and confirm it in your personal recommendation report.

I/We agree to the Terms of Business / Engagement Terms above and confirm receipt of these.

These Terms of Business will be regarded as accepted by you and to have superseded any previously agreed Terms of Business.