Proceeds of Crime Act 2002 and Money Laundering Regulations 2007

In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• have due diligence procedures for the identification of all clients;

• maintain appropriate records of evidence to support customer due diligence; and

• report in accordance with the relevant legislation and regulations.

Client monies

We do not hold client monies under any circumstances.

Limitation of liability

We will perform the engagement with reasonable skill and care. The total aggregate liability to the Company and the Board of Directors, as a body, of whatever nature, whether in contract, tort or otherwise, of Hatch for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall not exceed four times the fee.

Fees

Our fees are agreed in advance, based on our estimate of the time spent on your affairs and the levels of skill and responsibility involved. We do not keep a record of actual time spent and always invoice to estimate or agreed variation. Unless otherwise agreed, we will charge separately for each assignment and task undertaken.

Unless otherwise agreed work will be billed as it progresses and bills are due for payment within 30 days of presentation.

We normally ask clients to pay the agreed fee by monthly standing order. Where this is not the case or the standing order is cancelled after the related work has been completed we reserve the right to charge interest on overdue accounts at the rate of 2% above the Bank of England Base Rate. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.

Retention of and access to records

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 preparation of your accounts and returns.

Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.

Quality of service

We aim to provide you with a fully satisfactory service and the partners will seek to ensure that this is so. Should you have cause to question any aspect of our service, please address your complaint to Nick Warden as Managing Partner or Steve Walsh. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England & Wales by whom we are regulated.

Applicable law

This engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

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.

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. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

Electronic communication

Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

It is the responsibility of the recipient to carry out a virus check on any attachments received.

Data Protection Act 1998

We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this 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 confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Steve Walsh

Confidentiality

Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

External review

As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent review by a quality control body. These reviewers are highly experienced and professional people and are bound by the same requirements of confidentiality as us.

Professional rules and practice guidelines

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 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 www.icaew.com/membershandbook.

Conflicts of interest

We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to our confidentiality clause. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.

If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by our Code of Ethics which can be viewed on the internet at the address above, in section 3, sub-section 220.

The Provision of Services Regulations 2009

Our professional indemnity insurer is Aviva Insurance UK Limited, of Level 3, Pitheavlis, Perth, PH2 0NH. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.