1 Introduction

1.1  This letter, together with the enclosures (the “Engagement Letter”), sets out the basis on which Barbourne Brook Limited (“we”) are to provide professional servicesto the client referred to in this letter and schedules asthe “Company” or “You” (the “Engagement”).

2 Scope of Professional Services

2.1  Our role is to provide the professional services detailed in the enclosed schedule (the “Services”). By accepting these terms you are agreeing that the scope of the Services set out in the schedule is appropriate for your needs. We will perform the Services with reasonable skill and care but our duties and responsibilities shall be limited to the matters set out in the schedule.
2.2  We are not therefore (unless otherwise agreed by us in writing) responsible for:
2.3  providing legal, commercial or any other advice outside the scope of the Engagement (including, but not limited to, your decision as to whether or not to obtain such advice);
2.4  reviewing (or otherwise being responsible for) the services provided by any other professional advisers retained by you (or who could have been retained by you);
2.5  providing any other services beyond the scope of the Engagement.
2.6  Our opinions, reports, letters, information, and advice (“Deliverables”) will reflect relevant law
and regulation at the time they are sought and provided.
2.7  we accept no responsibility for the consequences of a change of law or regulation after such Deliverables have been provided.
2.8  We are not responsible for the appropriateness of any commercial or strategic decisions taken by you (including any decision to proceed or not to proceed with a particular transaction).
2.9  We are not responsible for any commercial (or other) repercussions which may flow from any
amendment by HMRC to your tax return following its submission. This includes, but is not limited to, the loss of a government tender or contract arising from the amendment

3 Your Responsibilities 

3.1  It is your responsibility to provide us with complete, accurate and timely instructions and information relevant to our Engagement and we will not therefore be responsible for any losses caused by any failure by you or your agents to do so.

4 Personnel

4.1  Adam Wood is responsible for the conduct of this Engagement on behalf of Barbourne Brook Limited. Contact details are as follows:

Adam Wood
01905 914031
adam@barbournebrook.co.uk

5 Fees

5.1  Our fees are stated in section 2 of our Professional Services Agreement. We will add VAT as applicable. Our standard terms for fees are set out in the Terms of Business

6 Use of our Deliverables

6.1  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 upon that advice, you must ask for the advice to be confirmed by us in writing.
6.2  You may only rely upon our Deliverables for the specific purposes for which they have been prepared and as set out in the Engagement Letter and we will not be liable for any losses
arising from any other use of our Deliverables. Our Deliverables should not be used for any other purpose, nor should they be reproduced, referred to in any other document or made
available to any third party without our prior written consent, unless the exceptions noted at paragraph 6.2 of the Terms of Business apply. We shall not be liable for any losses arising from
any third party using or relying upon our Deliverables

7 Third Party Disclaimer

7.1  Neither our Deliverables, nor any of the professional services provided pursuant to the Engagement are intended, either expressly or by implication, to confer any benefit on any third
party and our liability to any third party is expressly disclaimed. Any third party that has access to and seeks to rely upon our Deliverables (including for the avoidance of doubt any agents of
yourself with whom we have not individually engaged) does so at their own risk and without recourse to Barbourne Brook Limited save where we have expressly agreed in advance in writing that they may rely on the Deliverables or Services (in which case an additional fee may be payable)

8 Liability

8.1  You agree that our aggregate liability to you, of whatever nature, whether in contract, tort or otherwise, for any loss whatsoever and howsoever caused by or arising from this Engagement, shall not exceed £500,000.
8.2  Where any loss is suffered by you for which we would otherwise be jointly and severally liable with any third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such damage or loss, as agreed between the parties, or in the absence of agreement, as finally determined by an English Court (ignoring for these purposes the ability of the third party to pay or any limitation of liability that you might have agreed with such third party).
8.3  We refer you to paragraphs 17 and 18 of the attached Terms of Business which sets out other limitations on our liability to you. Please consider these provisions carefully as your continuing instructions will be an acknowledgement that the liability limitations in this paragraph and in the Terms of Business are reasonable having regard to all the circumstances.
8.4  Any claims must be formally commenced against Barbourne Brook Limited within 4 years after the cause of action accrued or, in the case of a negligence claim, in the event that you are not aware of the claim within this time period, within a further 2 years after you become aware (or ought reasonably to have become aware) of the facts which give rise to the action, subject always, in the case of such negligence claims, to a long stop period of 15 years from the date from which the cause of action accrued. This provision expressly overrides any statutory provision that would otherwise apply.

9 Terms

9.1  A copy of our Terms of Business is enclosed. You should ensure that you read and understand these as they contain important terms including those in connection with your responsibilities,
fees, use of our advice and our liability. The Terms of Business, together with the other schedules, form part of the Engagement Letter. Should any of the terms included in the Terms of Business or the attached schedule conflict with any of the other terms in this letter, the terms of this letter will prevail.
9.2  You agree and understand that the terms in the Engagement Letter apply to all services provided by us pursuant to the Engagement, whether such services were performed or
provided before or after the signing of the Engagement Letter. The Engagement Letter will remain in place and fully effective until varied or replaced by written agreement between us.
9.3  Please confirm your agreement to the terms in this Engagement Letter by signing and returning to us the enclosed copy. If you do not do so your continuing instructions will amount to an acceptance of these terms.

 

How to contact us

If you have any general questions about the Site or the information we collect about you and how we use it, you can contact us at info@barbournebrook.co.uk .

Last Modified 19/09/2023