Mackenzie Goldberg Johnson Limited
Standard Terms of Business


General

These Terms of Business are effective from 1 November 2015, but may be amended from time to time. They replace
any previous terms of business and shall apply to any future Services we carry out on your behalf unless varied or
replaced.


The following definitions are used in these Terms of Business:


“Client”, “your” or “you” means the person, firm, company or other legal entity to whom our Engagement Letter is
addressed and to whom the Services are provided.


“Mackenzie Goldberg Johnson Limited”, “MGJ”, “MGJL”, “the firm”, “we” or “us” means Mackenzie Goldberg Johnson
Limited (whose registered office is at Scope House, Weston Road Crewe CW1 6DD), its directors, officers, staff,
representatives and agents, and in all cases any successor or assignee, and “our” shall be construed accordingly.
“Engagement” means the agreement between us for the provision of Services in accordance with the Engagement
Terms (and/or any written variations agreed between us).


“Engagement Letter” means the letter and appendices, which, taken together with these Terms of Business, set out
the basis of our contract with you.


“Engagement Terms” means the terms contained (or referred to) in our Engagement Letter together with these Terms
of Business.


“Intellectual Property Rights” means patents, trademarks, design rights (whether registrable or otherwise)
applications for any of these, copyrights, database rights, trade or business names and other similar rights or
obligations whether registrable or not in any country.

“Loss” means any loss, damage, costs or interest.


“Services” means the reports, advice and/or services delivered or provided to you pursuant to the Engagement
Terms.


“Staff Member” means an insolvency practitioner, employee, director, officer, representative, or agent of Mackenzie
Goldberg Johnson Limited.


The scope of our work and our liability to you in respect of this Engagement is set out or referred to in our
Engagement Letter. Should any of the terms of our Engagement Letter conflict with these Terms of Business, the
former shall prevail.


If we have already started work (e.g. by gathering information, project planning or giving initial advice) then you agree
that the Engagement Terms apply retrospectively from the commencement of our work. We are not bound by any
terms of business you have sent to us prior to acceptance of the Engagement Letter, unless specifically agreed by us
in writing. No changes to these Terms of Business will be effective unless documented and agreed in writing
between us.


In addition to the work specified in the Engagement Letter, it is recognised that you may from time to time seek our
advice on an ad hoc basis on a range of matters, which may be of a technical, commercial, business or non-business
nature. Whilst we reserve the right (in appropriate cases) to require you to enter into separate engagement terms in
relation to such advice, you agree that the Engagement Terms will apply to that advice as if the advice had been (or
formed part of) the subject matter of the Engagement.


Our Legal Status
Mackenzie Goldberg Johnson Limited is a Limited Company registered in England & Wales No 05058424 whose
registered office is at Scope House, Weston Road Crewe CW1 6DD.


Fees & Disbursements

Unless otherwise stated in the Engagement Letter, our fees are based on the time required to complete the Services,
and may include travelling time where this is significant. Time is charged at hourly rates applicable to the staff who
provide the Services in question. Hourly rates are modified from time to time in accordance with prevailing market
conditions. Any fees or hourly rates quoted or estimated are exclusive of VAT and disbursements which shall be
charged as applicable.


Any estimate of the fees for providing the Services will be based upon our assessment of the work involved, taking
account of any assumptions set out in the Engagement Letter. Unless we have agreed otherwise in the Engagement
Letter, our fees may be adjusted if the Services prove more complex or time consuming than expected. We will let
you know when we consider any estimate is likely to be exceeded. A copy of our current fee and disbursement policy
is attached to the terms of business.


Our invoices are payable in full within 14 days of the invoice date. We reserve the right to charge interest for delayed
payment at a rate of 3% above the base rate from time to time of HSBC Bank plc.


If you disagree with, or have any questions relating to any invoice, you should notify us in writing within 14 days of
receipt of the relevant invoice, after which time you will be deemed to have agreed the amount. We will be entitled to
receive payment of all charges incurred up to the date of termination of any Service or of the Engagement or for any
reason.


Where our appointment is by a parent company on behalf of a group or particular group companies, our invoices may
be addressed to either the parent company or the relevant group company or entity. Both parties remain jointly and
severally liable for payment of the same until settled in full. Similarly, where our appointment is by one member of a
family on behalf of him or herself and other family members, all recipients of our Services are liable for our fees until
satisfied in full.


Your Responsibilities


You will promptly provide us with all necessary documentation, information and access to personnel required in order
to enable us to perform the Services in accordance with the Engagement Terms.


You agree that we shall be entitled to rely on all information provided to us and on your decisions and approvals in
connection with our Services and to assume that all such information provided to us from whatever source is true,
complete and not misleading. We shall not be responsible for the consequences of any information provided to us in
the course of the Services not being complete, accurate or current.


You agree that you remain solely responsible for managing all aspects of your business or affairs, for taking all
decisions and, where applicable, for operating and maintaining all accounting, internal control or management
information systems. You are responsible for: deciding whether our recommendations are appropriate in the context
of your objectives; deciding whether you wish to rely on, implement or act on them; and for taking the actions
necessary to realise any expected benefits.


Our advice will be provided in writing and addressed to you. You may only rely upon our written advice if that advice
has been signed off by or otherwise expressly agreed by a Licensed Insolvency Practitioner and for the purposes for
which it has been prepared. It may not be reproduced or distributed to any other party without our prior written
consent (save that copies of our advice may be provided to your other professional advisers on a need to know basis
for purposes associated with the Services only).


Only final versions of our reports, or other written advice, should be acted upon. Accordingly, we cannot accept
responsibility for any reliance that may be placed on drafts.


Where it is envisaged that reports, letters, information or advice given by us to you will be provided to, or used by, a
third party we reserve the right to agree with you terms regarding such provision or to require the third party to enter
into a direct relationship with us. Unless otherwise agreed in writing, we recognise no responsibility whatsoever other
than that owed to you as at the date on which our report or other advice is given.


You agree to provide all relevant information to the staff members who are directly involved in the provision of each
Service that we undertake for you. Knowledge of information provided to Staff Members in respect of any particular
Service shall not be imputed to Staff Members who are involved in the provision of any other Service.


Post-date Events
We have no responsibility to up-date any reports, letters, information or advice given by us for events occurring after
the completion of any Service (which, unless provided otherwise in the Engagement Letter, will be the date on which
the final report, letter, information or advice is delivered or signed), nor to monitor their continuing relevance or
suitability for your purposes. For the avoidance of doubt, such events include (but are not limited to) changes in
applicable laws and regulations, or in their interpretation, or in market conditions.


Delay and Circumstances Beyond our Control


We will not be responsible for any delay in or failure to perform all or any part of the Services where such delay or
failure to perform is caused by matters beyond our reasonable control (including, but not limited to, your failure to
provide, in a timely manner, the information referred to in the Engagement Terms).


Staff Members
We reserve the right to determine which of our Staff Members are allocated to an Engagement. Where named
individuals are not available, we will supply substitutes of appropriate quality and experience. With your agreement,
we may also use third parties in performing our services. We may at any time replace or reassign any Staff Members
assigned by us to the Services.


You agree that in the interest of limiting the personal liability and exposure to litigation of our Staff Members, you will
not bring any claim in respect of any Loss against any of our Staff Members personally but this will not limit or
exclude our liability for the acts or omissions of our Staff Members. This exclusion shall not apply to fraud. You agree
that our Staff Members may rely upon the Contracts (Rights of Third Parties) Act 1999 should they need to enforce
this sub-paragraph.


Non-solicitation of Staff Members
You agree that you will not solicit, or endeavour to solicit, in any way the services of any Staff Members who within 12
months of such action have been involved in the provision of the Services or are otherwise connected to this
Engagement (except where an individual responds directly to a general recruitment campaign).


Should you breach the terms of this undertaking and employ or engage a Staff Member (without our prior consent),
we reserve the right to charge you a fee of 20% of the Staff Member’s annual earnings (including benefits payable)
by you or us (whichever is the higher), payable on or before the first day of their employment or engagement by you.


Our Liability
We refer you to the liability provisions set out or referred to in the Engagement Letter and, if applicable, to any cap on
our liability that has been agreed between us.


Intellectual Property Rights
We retain all copyright and other Intellectual Property Rights in everything developed by us either before or during the
course of the Engagement, including rights in all reports, written advice or other materials provided by us.


Confidentiality
We confirm that except where required by law, regulation, or professional requirements (including quality control), we
shall treat as confidential all information which you provide to us for the purposes of the Services (whether provided
orally, in writing or in any other form). However, you agree that we may share confidential information with any
subcontractors we use to provide the Services (or more generally to support our office administration) on the
understanding that they will treat the information as confidential in accordance with the provisions of this Engagement
Letter.


Nothing in this Contract will prevent or restrict us from providing services to other clients (including services which are
the same or similar to the Services) or using or sharing for any purpose any knowledge, experience, know-how,
methodologies or skills used in, gained or arising from performing the Services subject to the obligations of
confidentiality even if those other clients’ interests are in competition with your own. When offering our Services to
others we may disclose to them that we have acted for you unless you instruct us to the contrary.
You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.


Conflicts of Interest
We have in place procedures to identify situations where conflicts of interest may arise. However, we cannot be
certain that our procedures will identify all such situations. If you become aware of any potential conflict affecting our
provision of the Services, you will notify us promptly. Where a conflict of interest is identified and we believe that
implementing appropriate procedures can properly safeguard your interests, we will promptly notify you (subject to
any obligations we may owe to third parties), explain the safeguards we have put in place and obtain your consent to
their implementation. However, there may be circumstances where we consider that your position cannot be
adequately safeguarded and in such circumstances the Services may be terminated without affecting our entitlement
to payment for the work carried out by us to the date of termination.


File Retention
It is our normal practice to retain documents relating to client engagements for seven years from the completion of
the relevant Service. Thereafter, unless separate arrangements have been made, we may destroy or erase the
documents or papers without reference to you.


Money Laundering
Under the United Kingdom’s money laundering legislation if, during the course of our professional work, we know or
have reasonable grounds for knowing or suspecting that an individual or entity is engaged in money laundering, we
are obliged to report that suspicion to the relevant authority. If we fail to make a report we will be committing an
offence. The legislation also makes it an offence for us to disclose that we have made a report if to do so might
impede an investigation. “Money laundering” is defined in the Proceeds of Crime Act 2002.


Data Protection
This firm is registered under the Data Protection Act 1998 (“DPA”). To enable this firm to provide the Services we will
process personal data (including sensitive personal data as defined by the DPA). We will process personal data in a
lawful and fair manner and provide that information with an adequate level of protection. Such processing may
include making credit and identity checks and retaining the results.


You confirm that you have complied with the requirements of the DPA when providing us with such personal data.
As a data subject (as defined in the Data Protection Act 1988) you or your staff have the right to object to direct
mailing and you may withhold (or at any future time withdraw) any consent given by you for this purpose by writing to
the firm’s Data Protection Officer, at our office address.


Subject to your rights above, by accepting these Engagement Terms you are giving positive consent for us to obtain,
store and process information about you and you agree that we may use this information to bring to your attention
additional products or services (including those provided by associated entities) that we consider may be of benefit to
you.


Notices
Any notice given hereunder may be delivered in person by letter or be sent by first class post or facsimile to our
office.


Electronic Communications
We each agree that where appropriate we may communicate with each other over the internet (including by way of
email).
In order for our personnel to operate effectively and efficiently they may need access to your electronic data and also
to your internet communications facilities for the purpose of providing the Services. We will only access your internal
networks, applications, data or other systems through the terminals, hardware or software you make available to us
for the purpose.


We each recognise that the internet is inherently insecure and that data can become corrupted, communications are
not always delivered promptly (or at all) and that other methods of communication may be appropriate. Electronic
communications are also prone to contamination by viruses. Each of us will be responsible for protecting our own
systems and interests and neither of us will be responsible to the other on any basis for any loss, damage or
omission in any way arising from the use of electronic data (including email) as a form of communication or from our
personnel’s access to your networks, applications, data or other systems.


Successor Firm
If we should merge with another firm or transfer our business to another legal entity including a partnership, limited
liability partnership or company (a “Successor Firm”) then our Engagement with you shall not automatically terminate
by reason of such merger or transfer. You agree that the Successor Firm is automatically appointed by you so that
continuity of service can be provided. Both the Successor Firm and you may rely on the Engagement Letter as
setting out the continuing terms of the Engagement. If such transfer requires some official action by you then you will
take such steps as are necessary to enable continuity of service, for example, by the appointment of the Successor
Firm as your auditors. This paragraph does not in any way limit your termination rights as set out in paragraph 21
below.


Termination
Either of us may terminate this Engagement forthwith by notice in writing to the other in the event that the other
becomes the subject of insolvency proceedings or calls any meeting of its creditors. Alternatively, either of us may
terminate this Engagement at any time upon reasonable written notice to the other. Unless otherwise stated in the
Engagement Letter, we shall be entitled to charge and be paid for Services rendered pursuant to the Engagement
Terms up to the date of termination, including expenses and disbursements reasonably incurred up to that time and
the termination of the Engagement shall not operate to affect any provisions which (either expressly or by implication)
survive such termination.


We may terminate the Engagement forthwith by notice in writing to you in the event of a professional or ethical issue
or disagreement arising that, in our opinion, cannot be readily resolved.


Third Party Rights

Neither our advice nor any of the Services provided pursuant to the Engagement are intended, either expressly or by
implication, to confer any benefit on any third party and the liability of Mackenzie Goldberg Johnson Limited to any
third party is expressly disclaimed.


No person other than the parties to the Engagement Terms, and their respective successors and assignees, shall
have any right to enforce any of the Engagement Terms, or the terms of any reports, letters, information or advice
provided as part of the Services, pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, except to
the extent that the Engagement Terms expressly provide for such Act to apply.


Assignment and Sub-contracting
Except as provided for above, no party shall assign the whole or part of the performance or benefit of the
Engagement without the prior written consent of the other. Further, neither of us will directly nor indirectly agree to
assign or transfer any claim against the other arising out of this Engagement to any other person. You agree that you
will not bring any claim or proceedings of any nature in respect of or in connection with this Engagement against any
subcontractor that we may use to provide the Services, unless founded on an allegation of fraud or other liability that
cannot be excluded under English law.


Severability
In the event that any part of the Engagement Terms is held to be illegal, void or unenforceable, the remainder will
continue in full force and effect.


Whole Agreement
The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between
us and supersede all prior representations, agreements (including any tender documentation or information),
negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made
fraudulently.


Quality of Service – Internal Policy
Most disputes can be resolved amicably either through the provision of further information or following negotiations.
However, in the event that you have exhausted our complaints procedure and you are not satisfied that your complaint
has been resolved or dealt with appropriately, you may complain to the regulatory body that licences the insolvency
practitioner concerned.


Complaints
Any complaints that cannot be resolved internally should be addressed to The Insolvency Service, IP Complaints, 3rd
Floor, 1 City Walk, Leeds, LS11 9DA, and you can make a submission using an on-line form available at
www.gov.uk/complain-about-insolvency-practitioner; or you can email insolvency.enquiryline@insolvency.gsi.gov.uk; or
you may phone 0300 678 0015 – calls are charged at up to 12p per minute from a land line, or for mobiles, between 3p
and 45p per minute if you’re calling from the UK.


In addition, complaints relating to matters under our consumer credit licence can be referred to the Financial
Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London, E14 9SR and you may be able to access their
Alternative Dispute Resolution (ADR) system.


Jurisdiction and Governing Law

The Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in
accordance with English law. A claim may only be brought against us (in contract, tort or otherwise) if it can be
brought in English law without reference to the law of any other country.


The parties to these Engagement Terms irrevocably agree that the Courts of England and Wales shall have exclusive
jurisdiction to settle any dispute (including claims for set-off and counterclaims).