Standard terms of business

DJWB & Co Business Advisors Ltd ("we", "us", "the Firm") is registered in England and Wales, company number 12810701, registered office 1 The Magpies, Bedford, Bedfordshire, MK45 2EG.

Our Director is David JW Bailey FCA IFT, a Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) and of the Institute for Turnaround (IFT). The Firm is registered with the ICAEW and follows the ICAEW and IFT codes of ethics.

David Wallace and Dr Laura Gilbert CBE may be described from time to time as Senior Business Partners. That is their job title for convenience and styling. They act for the Firm under contract to it. The Firm is a limited company, not a partnership.

We are not authorised by the Financial Conduct Authority (FCA) to conduct work that it regulates. We do not give regulated investment advice, arrange deals in investments, approve financial promotions, carry out audits, give legal or tax advice, advise on pensions or insurance, or take insolvency appointments. We do not hold client money, and are not authorised to do so. Where you appear to need any of those, we say so and help you find the right person.

If David Bailey dies or cannot continue to work for any reason, Peter Charles Associates Limited is our nominated alternate under the ICAEW requirement for a successor and may complete or close your engagement on these terms.

These terms apply to every engagement between us and the client named in the engagement letter ("you"). The engagement letter sets out the role, scope, deliverables, team, fees and timetable.

If the engagement letter and these terms conflict, the engagement letter has primacy, except for clauses 3, 4, 6.10, 11 and 13, which require specific and separate agreement by reference to those clauses to give effect to any amendment.

You accept the engagement letter and these terms by signing the acceptance page, by confirming by email, or by asking us to start work, or by making the first payment due. Electronic signatures and scanned copies are valid, and agreements can be signed in multiple locations at different times.

These terms and the engagement letter are the whole agreement between us and replace anything said or written before.

You are the company or person named in the engagement letter, not any other persons, directors, shareholders, lenders or other group companies, unless the letter names them.

We advise. You decide. You and your board have responsibility for every decision about your business and every duty that goes with it, including the duties directors owe to creditors when a company is, or may become, insolvent.

We give advice in an independent professional capacity. Nobody at the Firm is a director, shadow director, officer, employee or agent of yours unless the engagement letter appoints them in those words. We do not sign for you or commit you to anything without your written authority. You act on our advice only after reasonable consideration using your best professional judgement.

You give us accurate and complete information when we ask for it and tell us promptly when it changes. We rely on it without audit or verification unless the engagement letter says otherwise.

Where we advise you in writing to take advice from a solicitor or a licensed insolvency practitioner, and your board chooses not to take that advice, or acts against it, on matters of compliance, solvency, responsibility to creditors, or the law, we may suspend or end the engagement immediately under clause 12.

Your board instructs us unanimously, even if through a single named person. If directors or shareholders disagree, we act on a board resolution and take no side. We do not act for one director or shareholder against any other stakeholder unless a separate engagement letter disclosable to all relevant parties says so.

We may speak to your lenders, investors, creditors, customers, staff or regulators only as the engagement letter or your board authorises. We support your board in its negotiations; we do not negotiate for you.

We do not give guarantees, comfort letters or confirmations to third parties about your business, your solvency or your prospects. If you request that we do, we will consider each case on its merits after taking advice from our own insurers and professional advisors.

If the UK off-payroll working rules make you responsible for a Status Determination Statement (SDS) or similar determination for any of our team, you agree to give us the data provided to and the outcome of the Check Employment Status for Tax (CEST) tool before their role starts. If you do not, we may recover any tax due or charged from you.

Our advice and deliverables are for you alone, and only for the purpose in the engagement letter. No third party may rely on them. We owe no duty of care, and accept no liability, to anyone other than you, however they obtain our work. You are not authorised to show our work to a third party, or quote it in a document for anyone else, without our written consent.

A lender, investor, buyer or other third party who wants to rely on our work must first sign a reliance letter with us. It has its own fee and its own limit, and our total liability to you and all relying parties together is given in clause 11.

Our advice is business advice to help your board decide on business matters. Nothing we do is of the nature of regulated investment, legal advice, tax advice, pensions, or insurance advice. We have not undertaken to perform any work on which you place financial assurance. Our work will not be an audit. We do not give formal valuations of assets or businesses. Any value or range of values for a business or asset we may incidentally describe is indicative and illustrative only.

Forecasts, plans, value ranges and estimates of the chance of success depend on the evidence we are given, on the assumptions we agree, and on events we do not control. We do not guarantee or promise any outcome. We do not in any way promise to obtain, procure, cause, or guarantee any funding, grant, sale, contract, price, saving, outcome of events, future profits, cashflow, ownership, or survival of the business.

Business plans, forecasts, pitch materials and information for investors, lenders or buyers are your documents. Your directors approve them and are responsible for their content and for complying with section 21 of the Financial Services and Markets Act 2000. Where a document needs approval by an FCA-authorised firm, we will tell you and may help you arrange it from a shortlist of providers.

Oral advice, drafts and comments on drafts are provisional; you agree to rely only on our final written deliverables. Our advice is given at its date and we have no duty to update it unless the engagement letter says so and such updates are included in our fee.

Where we agree a free preliminary review of your company and the matters by way of assessing our ability to assist you, this work provides no advice on which you can act and creates no engagement and no liability. Clause 11 will always apply.

We carry out client identification and anti-money-laundering checks before every engagement, as the law and the ICAEW require, and start work when they are complete. You agree to give us the documents we ask for. If the checks raise concerns we cannot resolve, we may decline or end the engagement and may tell you only what the law allows.

We check for conflicts of interest before we accept an engagement and keep checking after engagement. We may act for other clients in your sector, including competitors, with information barriers or separate personnel where needed. If a conflict arises that we cannot manage, we tell you promptly and, where necessary, terminate the engagement or make such other arrangements as we mutually agree to continue. We will disclose any shares or interest in shares that we may hold in your business or, where we know of it, in a competitor. We may not know that we hold shares via aggregated investments such as pensions or pooled assets and are not required to enquire.

With your permission, we make courtesy contact with your accountants, auditors, solicitors and other advisers.

Fees are set out in the engagement letter, based on the level of skill, amount of time, risk, and value of the work we agree. If we are engaged on a retainer basis, it funds a stated number of days each month at not less than the day rate; unused days do not carry forward to the next month unless the letter says so. We may defer work, issue a specific engagement letter with different rates, or request additional payments if retainers are extended to require more than one additional day of professional time in any one month.

Where the engagement letter says fees are payable in advance, we invoice before the work and start when payment clears. We may ask specifically for payment in advance, or weekly invoicing with immediate payment, for work where the solvency of a client is at risk. This may include turnaround work or where a client has a poor credit history. We may pause or cease work or withdraw our work product if payments are not received.

Where we agree to invoice at the end of a period for work done, or to accept payment based on a calculation of some event or outcome, you agree our calculation of the amount due and to pay each invoice within 7 days of its date, in full, by bank transfer, without set-off or deduction. If you dispute an invoice or the basis of its calculation, you must tell us in writing within 7 days of its date and pay the fullest part or amount that you do not dispute. After that date, our invoice shall be deemed to be accurate and due in full.

You agree to repay our reasonable and required expenses to perform the engagement (including travel, accommodation, subsistence and necessary third-party costs for information or services) at cost plus a 10% admin and handling fee. We will provide the original receipts we have on request. We will agree significant single expenses over £1,000 in advance and you can refuse payment if we have not done so. We add VAT where it applies.

If an invoice from us to you is unpaid after its due date, we automatically charge interest, compensation, and collection fees under the Late Payment of Commercial Debts (Interest) Act 1998 and may suspend work until you pay, in which case, you agree that any agreed delivery dates or schedules move accordingly. If any invoice or expenses are still unpaid 30 days after the due date, we may end the engagement under clause 12 and all fees and expenses to date become payable at once.

Where you overpay us by accident or innocent error, we undertake to return the amount overpaid after prompt enquiry and confirmation and you grant us 30 days interest free use of the overpaid amount, after which we will pay you the amount of interest we obtain from it as a deposit at our bank over the period between 31 days and the date we remit it to you.

Where the engagement letter requires a director or a parent company to guarantee payment of our fees by signing the guarantee on the acceptance page we may wait until this guarantee is in place prior to commencing work, and may terminate our work if the guarantee ceases or is found or becomes defective.

We may change our bank details. You are responsible for checking any bank details you hold for us by secure methods. Before you pay you agree to 1) confirm it with us by telephone on a number you already hold for us, 2) to make a small payment to the bank details you hold for us and confirm it has been received with a Director of DJWB & Co. In the event that payments you believe were made to us are diverted or intercepted, or made to the wrong bank account, you agree to pay us without reference to any recovery or tracing of that payment.

Any shares, options or other equity we take in place of, or alongside, cash fees is set out in a separate agreement signed by both of us. These terms permit it but do not create an obligation on us to consider it or allow it. Any non-cash consideration will only be accepted after we have taken tax advice and legal advice, and, where needed, professional advice.

We may receive commissions, introduction fees or other payments from third parties (for example lenders, investors, platforms, suppliers or other advisers) in connection with your engagement. Before we accept one, we tell you in writing who pays it, how it is worked out and our share, and you agree it. With that agreement we keep it for our own account and it does not reduce our fees unless the engagement letter says so. Where we may introduce you to an investor, lender or buyer, we act as a "bare introducer" only: we do not advise either side on the merits, negotiate the terms, or communicate a financial promotion.

An insolvency process means administration, liquidation, a company voluntary arrangement, a restructuring plan, a moratorium, receivership, or a formal proposal for any of them, in any country.

You tell us at once if your board resolves to start, or receives notice of, an insolvency process.

Our engagement ends automatically when an administrator, liquidator or receiver is appointed, unless that office-holder adopts it in writing on terms we agree. If a voluntary arrangement, restructuring plan or moratorium starts, we may end the engagement at once or we may continue on new terms confirmed in writing with you and the insolvency professional appointed.

Fees and expenses to the date an engagement ends under this clause are payable in full immediately and rank as a claim in the process. After that date we will do no further chargeable work for you, your directors or an office-holder except under a new or confirmed written engagement. We will respond to proper requests from the insolvency professional appointed as required by law and professional obligation.

We may keep our working papers and copies of your documents (clause 9) so that we can show what we advised and when, and we co-operate with any insolvency office-holder as the law requires.

Each of us keeps the other's confidential information confidential and uses it only for the engagement, during it and after it ends. This does not apply to information that is public, already known to the receiver, lawfully provided by a third party, or that the law, a court, a regulator or our insurers require us to disclose. We may share your information with the Senior Business Partners, consultants and subcontractors who work on your engagement; they are bound by the same duty. We may also use confidential information as required by Clause 7.5.

We will not name you as a client or describe the engagement in general terms, unless we obtain your permission in writing. Where you offer us a reference, we will agree the wording and use with you.

Each of us complies with the UK GDPR and the Data Protection Act 2018. We are registered with the Information Commissioner's Office, reference ZA792630. For engagement administration we are a controller of personal data under our privacy notice. Where we process personal data on your instructions we act as processor, on processing terms agreed in or alongside the engagement letter.

We use cloud services and AI tools, under business terms, to store, analyse and draft information. Your information is not used to train public AI models. We check AI-assisted work before it goes to you and remain responsible for it. Tell us in writing if any information must not go into those tools.

Email is our normal channel of communication and you accept its risks. We are not responsible for a message corrupted, intercepted or delayed in transit.

Documents you give us remain yours; we return originals on request and keep copies for our records. Our working papers, notes, drafts, models, methods, tools, AI skills, prompts, templates and know-how are ours, including improvements we make to them during your engagement.

On payment in full, you will have a non-exclusive, perpetual licence to use the deliverables for your internal business purposes and for the purpose in the engagement letter. You may not resell or publish them, or supply them to others as a product or service, or use them to train AI for commercial purposes, without our written consent. Until you have paid in full, we may withhold all or part of any deliverables and you may not use them.

We keep engagement records, including identity records, for at least 7 years after the engagement ends, or longer where the law or our professional bodies require, and may then destroy them unless you have asked us in writing to keep particular documents.

We have a duty to carry out each engagement with reasonable skill and care, in line with the requirements of the relevant ICAEW and IFT membership regulations. That is the whole of our duty to you. We give no other warranty, express or implied, including any warranty that our work is fit for a particular purpose or will achieve any result.

Our duty is to you alone (clause 4).

Our people act for the Firm and have no personal responsibility to you or any other persons or organisations.

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that the law does not allow us to limit or exclude.

Subject to clause 11.1, we have discussed and agreed with you that our total liability to you, and to all relying parties under clause 4.2 together, for all claims arising from or connected with any engagement(s), whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, and including interest and costs, exists only after you have paid us a fee, and is then the greater of: (a) £50,000; and (b) the fees (excluding VAT and expenses) capped to £450,000 that you have paid us for that engagement in the 12 months before the event giving rise to the first claim. (Being, an amount between £50,000 and £450,000 depending on the net amount of fees paid in the previous 12 months). You have agreed that these limits are reasonable given the balance of skills and financial negotiating power between us and proportionate to the risk in our work for you. Where no fee has been paid, our liability to you will be £nil.

Subject to clause 11.1, where others (including your directors, staff and other advisers) are also responsible for the same loss, we are liable only for the share of the loss that is just and equitable having regard to our responsibility for it, as if those others had paid their share, whatever limit, release or settlement you have agreed with them and whether or not they can pay. Where our work is advisory in nature, you are able to consider it prior to taking action along with this limitation of liability.

Subject to clause 11.1, we are not liable for loss of profit, revenue, business, goodwill, opportunity or anticipated savings, for loss or corruption of data, or for any indirect or consequential loss.

We are not liable for loss that arises from information given to us by you or any third party being false, misleading or incomplete, or that arises from information withheld from us, from your failure to act on our advice, or from the acts or omissions of any other advisers or providers involved in an engagement.

You will bring any claim only against DJWB & Co Business Advisors Ltd (the Firm), and not against any individual, director, Senior Business Partner, employee, consultant or subcontractor personally. They may rely on this clause.

You will bring any claim without delay and in a timely and prompt manner after you discover the basis of any claim. You will provide full details of the claim and basis of the claim sufficient for us to consider and defend it, in writing. Claims received more than six years after the act, omission or advice that gave rise to it will not be considered.

Each part of this clause stands alone. If one part is found unenforceable, the other parts still apply.

You confirm that you have had the chance to take advice on all parts of our engagement letter and terms of business, and that you consider the clauses in section 11, including this clause, reasonable for this engagement, and that you agree them having done so.

Our professional indemnity insurer is Hiscox Insurance Company Limited, 22 Bishopsgate, London EC2N 4BQ. The cover extends to work carried out worldwide, but not to claims brought in the courts of the United States of America or Canada. We give this information under the Provision of Services Regulations 2009.

Either of us may end an engagement on 7 days' written notice, unless the engagement letter sets a different notice period.

Either of us may end an engagement at once by written notice if the other commits a material breach not put right within 7 days of notice, or if continuing would put us in breach of the law or our professional rules. We may also end at once if you do not pay (clause 6.5), if you enter an insolvency process (clause 7), if a conflict arises that we cannot manage, if your board acts against our written advice (clause 3.5), or if we reasonably believe that the information you give us is unreliable.

When an engagement ends, you pay all fees and expenses for work done to that date; we apply advance payments to that sum and refund any surplus for work not done. We hand over the final deliverables you have paid for and, if you ask, help with the handover for up to 5 working days at our usual rates.

Clauses that by their nature continue (including fees due and clauses 4, 6.10, 7, 8, 9, 10, 11, 13 and 14) survive the end of the engagement.

If you are unhappy with our work, tell the Director first. We acknowledge a complaint within 5 working days and respond in full within 30 days. If you remain unhappy, you may complain to the ICAEW (www.icaew.com/complaints).

If a dispute arises between us, a senior person from each side meets, in person or online, within 14 days of either side's written request, to try to settle it.

A dispute not settled within 30 days of that request is referred to and finally resolved by arbitration under the Arbitration Act 1996 before either of us starts court proceedings. There is one arbitrator, agreed between us or, failing agreement within 14 days, appointed by the President for the time being of the ICAEW on either side's application. The seat is London, the language English, and the arbitration and its result are confidential except where disclosure is needed to enforce the award or is required by law or a regulator.

Clause 13.3 does not stop either of us from seeking urgent interim relief from the courts, or stop us from recovering through the courts fees that are not disputed.

We may use Senior Business Partners, consultants and subcontractors to deliver the engagement and remain responsible to you for their work, within clause 11. We may substitute a suitably qualified person with your agreement, which you do not unreasonably withhold.

Neither of us assigns this agreement without the other's written consent.

During an engagement and for 6 months after it, neither of us solicits the other's staff or consultants who worked on it. A hire through a public advert is not a breach.

Changes to these terms or to an engagement letter are valid only in writing agreed by both of us.

Neither of us is liable for delay caused by events outside reasonable control, provided the affected party tells the other promptly and works to limit the delay.

If a clause, or part of one, is found invalid or unenforceable, the rest of these terms stand.

A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999, except the individuals named in clause 11.6, who may enforce that clause.

Notices are valid if sent by email to the named points of contact and are treated as received on the next working day.

These terms, each engagement, and any dispute or claim arising from them (including non-contractual disputes or claims) are governed by the law of England and Wales. Subject to clause 13, the courts of England and Wales have exclusive jurisdiction.

These are our terms version v0.4. We may issue new versions; the version named in your engagement letter applies to that engagement.