Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l CHARITY REGISTRATION NUMBER: 1159595 Animal Welfare Suffolk Unaudited financial statements 30 September 2025 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Financial statements Year ended 30 September 2025 Page Trustees, annual report Independent examinerfs report to the trustees Statement of financial aCtiV￿"e$ Statement of financial posrtion Notes to the financi81 ststements Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Trustees, annual report Year ended 30 September 2025 The trustee5 present their report and the unaudited finan¢y81 state￿nts of the ch8rity for the ye8r ended 30 September 2025. The financial statements have been p￿pared in accordance wth the accounling poliaes set out in notes to the accounts and compty with the charity's goveming document. the Charities Act 2011 and Accounting and Reporting by Charrties.. Statement ol Recommended Practice applicable to charities preparing their accounts in 8ccordanoe with the Financ481 Reporbng Stsndard appli￿ble in the UK and Republic of Ireland published in October 2019. Rofergn¢o •nd admlnl$tratl¥e d8ts11¥ R•glst•f•d ehadty namè Anim81 Weltsre Suffolk Charlty reglstratlon number 1159595 Prlnclpal offic• 181 Cauldwell Hall Road Ipswich IP4 SDA The tru•t••8 The trustees who seTh8d during lh& year and at the date of approval were as follows.. A Chaplin B Chaplin C Chaplin (Retired 05102120261 C Flint Dr M J&ffrey N E Main (Appointed 04111120241 L Williams Chld •x¥¢utlv• offl¢er N Chaplin G•n•ral manager S Tripp Web8lle anIMa￿￿traTes¢Jff0Ik.Co.uk Contact admin nima￿elfare6uff01k.¢O.uk Ind•p•nd•nt •xamln•r A Robinson FCA Lovewell Blake LLP Chartèrèd accountants First Floor Suite 2 Hillside Business Park Bury S( Edmunds IP32 7EA Bankèrn The C(wper8bve Bank P 11 Queen St Ipswich IP1 1SW Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Trustees, annual report I￿ntinued) Year ended 30 September 2025 Objectives and activities The principal activity ol the Charity is the care and ￿lief from suffering of domestic animals. The Centre cares for and arranges to rehome stray and unwanted animals from a w￿e area and provides access to veterinary services for ovmers on low incomes. The charitable obj8Ct5 as stated in the Charivs gtsvèming document ale the prtsmotitsn of animal wèlfaro for the public benefit and the relief of distress. suffering and sickness of animals In need of care and attention, with special attention to domestic pets by, in pa￿"Cular but not necessarily, the care and humane destruction (where necessary) of unwanted animals and mainlenance of a suitable centre or centres for the reception and treatment of animals. Publle b•n•flt r•portlng The Trustees have considereil the Chanty Commissions gU￿anCe on public benefft when setting the objectives for the year. The Trustees confirm thal they have cowylied wth the duty in section 4 of the Chanties Act 2011. Aehl•v•mont• and p•rfom)ane• The charity's centenary year has been busy. productive and focused on strengthening our core seNices. We continued lo deliver the cat rehoming P(0gramme, Week￿ clinic. Vel Grant Scheme and neutering voucher scheme. Demand for support has remained high. The Ipswich Cenlre operaled at full c8p8cty for most of the year, reflecting pressure across all local rescues. Slower rehoming periods meant we admrtted 74 new cals184 in the previous yearl. while rehomings ￿mained consistent al 6S. The average cost ol rehorning a cat is around £1,000, including neutering. microchipping, vaccinations, veterinary treatment, staffing, accommodation, food and equipment. Fasler rehoming allows us to support more cats and reduce fixed costs per animal. A waiting lisl remained in place for muth of Ihe year and continues inlo the new financial year. Cap8¢ty p￿SSure5 meant we continued to use old pen$ in the original bri¢k-bvitt shelter and. al lime8, obsolete ()utdoor cages. Planned ¢onversion ol these areas into new indoor and outdoor pens, togethèr with a new storage space. was postponed. In recent mnths the outdoor cages have begun to be dismantled due to further deterioration. The wè8kty clinic saw 162 visitors 1164 last yearl. The £10 ¢On$u1tat￿ feè remains unch8ngèd an¢J continues to prowde essential support for people unable to afford standard veterinary care. We Issued 66 neutenng vouchers, compared with 46 in the previous year. With neutering costs now exceeding £100, this sèrvice prevents unwanted litters and supports responsible pel ownership. The Vet Giant Schema supported 99 pets this year185 last yearl. delivered by a ne￿Ork of 8 p racts'ces at 13 surgeries throughout the east of the County. Acr055 all services, 401 animals were helped. up Irom 379. The average grant was £264 per c8se Icornpared wilh £244 18St yearl. The charity very gralefulty received Several significant donations and legacies. These haye helped ensure sufficient reserves lor ernergencies, with surplus funds being invested in line wilh our long term plans. A 100th Anniversary Open Day was held at the Ipswch Centre in the summer, attended by large numbers of supporters. volunteers and local residents. Several cats We￿ rehomed on the day and a substantial sum was raised through donations and sales in the shop. The evenl received positive media coverage, including in local newspapers and on Radio Suffolk. Work was also undertaken to digi￿Se the charity5 archive and produce a history of the organisalion foi publbG8bon on Ihe websile. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Trustees, annual report I￿ntinued) Year ended 30 September 2025 Recruitrnent during the summer brought several high quality new staff and volunteers. A review of the rehoming process led to darification of roles and a focus on making improvements to reduce rehoming times and allow us to take in more cats each year. This led to n￿re targeted social me(lia content and ensuring all cats have complete and up to date profiles on the websile. Earfy results are positive. with several longer term and specialist needs cats rehomed through ihese channels. A r8nge of irnprovements were carried out acro55 the site including 18ndsc8ping. boundary fence iep8irs, and refurbishment tsf the old coal shed for improved storage. An awning was installed to provide shelter for clinic visitors. The clinic room was fully refurbished, and the staff restroom upgraded. Repairs were completed to resolve a longstanding leak in the front salesroom. Food storage areas were cleaned and extended with new shelving and electrical supply. and shelving was installed in the litter storage shed. Links wth other rescues and charitie5 in Svffolk were maintained. enabling the sharing of information, spare capacity and specialist 5UPPOrt. Emergency contribution5 to vetennary bills weie made where requirÈd, and Surplus donaled ittrms such as dog food weTe passed to organisats"on$ able to use them. Progress continued on the charity's investment strategy. Following due diligence and regulatory checks, proceeds from assets managed by Schroders were withdrawn and the process begun to liquidate investments held with M&G. East Anglian Financial Planning advised on this transltion. Funds will be transferred lo Rathbones ¢0 be managed in line with Ihe chanty's agreed iisk profile. Designated Fund5 now appear in the balance sheet lo reflect their purpose. Operating Rese￿e5 Gover two year$ of eslim81ed co$1$ and remain sufficient based on Covid-19 expenence. Centre Inveslmenls and Grant Scheme Investments are managed to generate Income to support ongoing operations, while funds for luture proj'ects are invested for longer temi gro￿. Flnan¢lal rovl Th• Slalemenl of Fin8ndo1 Actithlies $how$ unr¢$lrKted in¢om& for th¥ y&ar as £399,51312024.' £145,441). Unrestricted expenditure during the same year aft￿unted lo £199.573 12024.. £167,974) resulting in surplus before movements in investments of £199,94012024'. deficit of £22.5331. There was a net increase n funds after investment rThJvements of £214.86212024.. £6.423I. Subsequentty. unrestricted funds carried forward increa8ed lo £1.910,17612024.' £1,695.3141. Reserve pollcy The reseNes policy ensures sufficient funds are held in easily accessible accounts to meet anticipated contingencies. Analysis of risks and our response lo these led to Ihe decision to hold freely available lunds to cover Ihe costs of one year ol nomal operations. Based on currenl year figu￿$ Ihi5 amounts to £199.57312024. £187.9741. Investment pollcy All funds are placed in investment vehides appropriate for their idenb.fied fuiure use. Operating reserves are held in cash deposits while cash nol required in Ihe immediate luture is invested in market vehicles matched lo the expected purpose lo which they will be pul. The Strategy and S year plan have identified potential capital projects and ongoing 5chernes such as the Grant Scheme that require funds with appropriate invest￿￿￿t profiles. Al excess fund5 ale invested in suitable produds. All investments are checked as far as reasonabty possible to ensure their ethical investment strategy is not at conflict with the objectives ol the Charity. The trustees review on an owoing basis the qualty and securty of Ihe cash and investments held and the income streams produced. The poliLy is ￿e￿eWed at least 8nnualty. The portfolio is under review with extem818dvi5ers to ensure it iemain5 appropriate. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Trustees, annual report I￿ntinued) Year ended 30 September 2025 Plans for future perlods The charity's strategic aim is to increase ihe number of pets supported across Suffolk. To achieve this, priorities for the coming years include.. expanding capacty to admit and rehome rnore cats extending the Vet Grant Scheme to increase help to more owners throughout the county Incr88sing neutering vouchers and explorin9 vawnation $upport enhancing the clinic to increase throughput A rnajor focus this year was identi￿.n9 a site for a second cat le￿mIng centre. After a wide search of land, comrnercial and domestic properties. a suilable oplion emerged late in the financial year when the neighbouring serni-det8ched property came onto the markel. Trustees ag￿ed to purch8se the property, which offers space for addibonal pens, an expanded shop, rTh)re storage and improved clinic provision. Completion took place in Decembei 2025. Discussions with the l()cal council re9aiding plannin9 requirements are underway, and we will work closely neighbours to ensurè an appropriate and considerate development. We are exploring new accomnTh)dalion designs for the extended facility. Sorne cats remain with us for long period5 and would benefil Irorn larger spaces. Outdoor access or group housin9. We are working with 8pe¢ialisl$ lo identify saltr and suitabltr tsplions. Improwng rehoming speed ￿MaInS a key area of focus. Targeled advertising and improved online profiles will continue, alongside reviewing all processes lo reduce waiting lists. At the start of the new financial year a velerinary practice, wrth tsvo surgeries in the west of the county. was added lo the Vet Grant Scheme. which further extend5 our coverage in Ihe county in line wth our plan. Further practices will Join 8s 8ppropri8le. As demand 9rows. ov8r811 fvnding of the scheme 1$ expected lo further increase to help as many people and their pets as possible. The operabon and funding of the neulering scheme wll also be reviewed to assess options lor future expansion. Once the investment transition to Rathbones is cornplele. the portfolio will be rnanaged lo support our 8lralegic aims and ensure long term financial $4b$lain8bility. Structure, governance and management The Charity was established in 1925 as Ipswich and District Animal Welfare Centre. It was previously regISte￿d under the Charities Acl on 26 September 1962 under Charity no 209074. A5 of 1 March 2015. all assets. liabilities and ernployees of thal charity were translerred Io 8 new enlity. Ipswich and Dislricl Animal Welfare Cèntr8 CIO la body corporate under Part 12 of Ihe Charitie$ Act 2011. CIO-Found8tion regisler8d 11 December 20141 chanty numbei 1159595. On Blh August 2022 the registefed name ol the charity wa$ amended to Animal Wellare Suffolk. The Conslrtution ol the charity is ￿vIeWed regularty and stipulates the number ol Trustees. the holding of meetings and the mainlenance ol a regisler of interests. Day to day authority over the running of the aclimties of the Charity is dele9ated lo the Chief Exeixrtive Officer who form81ty reports at least quarterty to the Trustees. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Trustees, annual report I￿ntinued) Year ended 30 September 2025 Trustee recrultment When a vacancy occurs lor a Trustee, the remaining Trustees seek to appoint an indiwdual with skills and experience which they feel ¥wll be of benefrt to ihe Charity. We a￿ aiming to have a variety of skills and backgrounds amongst the Trustees lo ensure the Charity has access to the best support possible. Prior lo appointrnenl 8 prospective Trustee speaks lo the CEO and either the Chair of Tru51ees or another, suitable Ttustee. This 15 a two way process that allows US to ensuie thg individu81 is likety to offer thg required skills and seNice while giving them an opportunity to invests.gate how the charity operates and whether it will offef them the experience they a￿ expecting. Individuals are guided to the Charity Commission website lor them to check expectabons and to review published accounts and reports. On appoinlmenl. new Trustees are given copies of the lalesl Annu81 Report and Accounts plus recent minutes ol rneetings". intrtsduced to the staff and Olher Trustee5," and asked to sign a Declaration of acceptance and statemènt of potential conflicts of interest. They afe also further signposted to Chaiity Commission guidance lor Trustees and given access to an extemal adviser on Charty matters lor any further queries. Rl$k monoo•m•nt The Trustees hav& Considered the major risks to whi¢h the Charty is &xpo5ed and recorded these in a risk rggisler which 1$ reviewed and updaled al least annualty. Systems and procedures established lo miligale the risks identified are also ￿corded in the wisler and regularfy reviewed. True and falr ov•rrld? The financial statements have been prepared to give a 'true and fai¢ view and have departttd from the Charities IA¢¢ounls and Reports) Re9ul81ions 2008 only lo Ihtr extent required lo provid& a 'lrue and fair vievl. This departu￿ has involv&d following the A¢¢ounting and R¥porting tyy Ch8ritie$'. Statement of Recommended Practice applicable to charrties preparing their accounts in accordance wth the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 issued on 16 July 2014 rather than the Accounting and Reporting by Charilies.. Statement of Recommended Practice effective from 1 April 2005 which has since been wilhdrawn. Independent examlnor reappolntm8nt A resolution to appoint A Robinson FCA of Lovewell Blake LLP as independent examlner wlll be proposed at the next meeting. The tru5tees' annu81 report was approved on Iruslees by.. and signed on behalf of the board of B Chaplin Trustee Drm Jefftey Trustee Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Independent examinerfs report to the trustees of Animal Welfare Suffolk Year ended 30 September 2025 I report to the charity trustee5 on my exafflination of the financial staternents of the charity lor the year ended 30 September 2025 which comprise the statement of finanaal acknvthes. statement of financial positron and the related notes. R•sponslbilltl•s and bas1& of rèport As the charity's Iruslees you are responsible for Ihe prep8r8tion of the financial 518lemen15 in 8ccordance witr the requirements of the Charitie$ Act 2011 I'the AcY}. I report in respect ol my examination ol Ihe chaws financial statements carried out under section 145 of the Act and in carrying out my examination I have followed all the applicable Directions given by the Charity Commission under section 14515llbl of the Act. Ind•p•ndènt •xamln•ff$ stat•mènt Since the charity's gross Income exceeded £250,000 your examiner must be a member of a body listed in section 145 of the 2011 Acl. I confimi thal l am qualified to undertake the examination because l am a member of the Associabon of Chartered Certified Accountants. which is one of the listed bodies. I have completed my examination. I confirm thal no material matters h￿e come to my attention in connection with the examination giving me cause lo believe that in any material rtrspect.. accountlng records werè not kèpl in respect of the ¢harty a$ required by s￿tIOn 130 of the A¢t', or the financial statements do nol accord wth those records. OT the financial statements do not comply with the applicable requirements Concerning the fom and Content of accounts set out in thè Charitiès IA¢¢ounts and Reports) Regulations 2008 other than any requirement that th• accounls give a'lrnè antl falf vlew which is not a matter ¢onsid&red 8$ part of an independent examination. I have no concerns and have corrE across no other matters in conneclion wth the examination to which attention should be drawn in Ihis report in order lo enable a proper understanding ol the accounts lo be reached. Your attention Is drawn to the fact that the Charity has prepared the accounts lflnancial statements) In accordance with Accounting and Reporting by Charities.. Statement ol Recommended Practice applicable to charities preparing their accounts in accordance wilh the Financial Reporb'ng Standard applicable in the UK and Republic of Ireland IFRS 1021 in preference lo the Accounbng and Reporting by Charities.. Statement of Recornrnended Practice issued on 1 Apwil 21x15 whith is refewred to in the extant regulations but has since been wilhdr8wn. l understand that this has been done in order for the accounts to provide a true and fair wew in accordance with the Generalty Accepted Accounts"ng Praclice effecb"¥e for ￿porting periods beginning on or after 1 January 2015. A Robin50n FCA Indepen¢Jent Examiner Lovewell Blake LLP Chartered accountants First Floor Suite 2 Hillside Busine55 Park Bury St Edmunds IP32 7EA Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Statement of financial activities Year ended 30 September 2025 2025 Unrestitted funds 2024 Total funds Total funds Note Income and endowmènts Donation5 and legacies Charitable activities Fundiaising incomè Investment Income 364,236 3,819 8,558 22,900 364.236 3.819 8.558 22,900 107,264 3,335 8,409 26,433 Total Income 399,513 399.513 145,441 Expendlturè Raising lunds Costs of raising donations and lega(ies Charitable activities 732 198,841 732 198,841 473 167,501 Total •xpendltur• 199,573 199.573 167,974 Net Income and net movement• In fund8 before galns and 1088e8 on Investments 199,940 199.940 122,5331 Net gains on revaluation ol fixed assets and investments 14,922 14,922 28,956 N•t In¢omtr ond n•t mov•m•nt In lurKI# 214.862 214.862 6,423 R•conclllatSon ol fund$ Total funds brought lorward Totsl fund$ ¢affl•d lorw•rd 1,695,314 1,695,314 1,688,891 1,910,176 1,910.176 1,695,314 The ststemenl of financial activities include5 all gains and Ios5es recognised in the year. All incorre and expenditure derive from conbnuing aclivitses. Thè not•s on pagès 9 to 17 fomi part ofth•s• finaneial $tatsm•nts. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Statement of financial position 30 September 2025 2025 2024 Note Fixed assets Tangible fixed assets Investments 12 13 323,950 227,791 337,387 384.173 551,741 721,560 Currènt ass•t8 Stocks Debtors Cash at bank and in hand 14 1S 200 29.488 1,337,265 200 73.631 907,112 1,366,953 980,943 Credltor8'. Amounts falllng due wSthSn ono year 16 {8,S18} 17.1891 Net current a88ets 1.358,435 973,754 Total a8••t8 l•1• currènt Ilabllltl•• 1,910,176 1,695,314 1,910.176 1,695,314 Fund$ of thè ¢harlty Unrestricted funds.. Rev8lualion reserve Other unrestrictèd in¢om* lunds 30,000 1,665,314 1,880,176 Total unr•8trfietèd fund$ 1.910.176 1.695.314 Totsl ¢h•dty fund8 18 1,910.176 1,695,314 These financial statements were approved by Ihe board of trustees and authorised for issue on . and are signed on behaw of the board by.. B Chaplin Trustee Dr M Jefftey Trustee Thè not•s on pagès 9 to 17 fomi part ofth•s• finaneial $tatsm•nts. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements Year ended 30 September 2025 General Infom)atlon The Charity is a registered Chantable Incorporated organisth.on in England and Wales. The address of the prinapal office is 181 Cauldwell Hall Road, Ipswich. Suffolk, IP4 5DA. stst•m•nt ol compllanc• The charity consts'tut85 a publie benefit entity as dèfined by FRS 102. Thè financial ststèments hav8 been prepared in accordance wrth Accounting and Reporting by Charits"es'. Statement of Recommended Practice applicable to charikn.es Pfeparing their accounts in accor¢Jance with the Financial Repo￿.ng Standard applicable in the UK and Republic of Ireland issued in October 2019, the Financial Reporting Standard applicable in the United Kingdom and Republic ol Ireland IFRS 1021, the Charibes Ac¢ 2011 and UK Gener8lly Accepted Accounting Pr8cbce. The financial statements have been prepared to give a'true and fair ￿eW and have tleparted from the Charities IAccounls and Reportsl Regulations 2008 only lo the extent required to provide a 'true and fair view,. This departufe has involved follo￿n9 the Accounting and Reporting by Charities.. Statement of Recomrnended Practi￿ applicable lo charitses preparing their accounts in accordance with the Financial Reporting Stsndard applicable in the UK and Republic ol Ireland issued in October 2019 rather than the Accounting and Reporb'ng by Charities.. Stalemenl of Recomrnended Pr8Ctice effective from 1 April 2005 which has since been wrthdrawn. Accountlng pollcle8 B411$ of pTrparatlon The financial stalemenls have been prepared on the historical cost b85i8, as modified by the valuatson ol certain financial assets measured at fair valu¥ Ihrough income or expenditu￿. Golng concern The accounts have been prepared on the going concern basis and the Trustees believe that no material uncertainlies exist. The Trustees have considered Ihe level ol fund5 held and the expected income and expendilure for Ihe next 12 months Irom 8￿h01751ng these financial statements. The budgeted income and expenditure is suffiGient wilh the level of reserves lor the Charity lo be able lo continue 8$ 8 goin9 ¢on¢em. Income tax A5 a registered charity. the activibes are exempt from United Kingdom Income and Corporation taxation. provided Ihat the in¢orre is applied to chantable pUr￿e$. Fund accountlng Unrestricted funds are general funds Ihat are available for use at the Irustees, discretion in furtherance of the objectives of the charity and which have not been designated lor or restricted to other purposes. Ineom• All income is induded in the Statement of Financial ActMI"es when ents"Uement has passed to the charity, it is probable that the economic benefrts associated Mth the transaction will flow to the charity and the amount can be reliabty measured. The following specific policies are applied to particular categories of income.. income from donations or gtants is recognised when there is e￿￿ence of entitlement to the grft, receipt is probable and rts anK&unt can be measured reliably. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 Accountlng pollcles (eoiilinutd) Income (¢onithue¢l legacy incon* is recognised when receipt is probable and eniitlement is established. income frorn don8ted goods is rreasured al Ihe fair value of the good5 unless thi5 15 impr8Ctical to measure reliabty, in which case the value 15 derived ftom the cost to the donor or the estimated resale value. Oonated lacilrties and services are recognised in the accounts when received il the value can be reliabty measured. No amounts a￿ induded for the contribution ol general volunteers. income from contracts for the suppty of services 18 reC￿gniSed with the delivery of the contracted se￿iCe. Thi5 is ¢lassrfied as unrestricted funds unless there is a contr8Ctual requirement for il lo be spent on a parti¢ular puw¥ss and i$lumed rf un$peni, in whi¢h ¢a$¢ It may be regardèd as restricted. income from investment activities 15 included when received and the amount can be measure reliabty by Ihe charity. Exp•ndlturn Expenditure is recognised on an accruals basis as a liability is incurred. Expenditure Inclu¢Jes any VAT which cannot be lully recovered, and is classified under headings ol the statement of financial actiwties to which it relates.. expenditure on raising funds indudes Ihe costs ol all fundraising activrties, events, non- charitable trading activities, and the sale of donated goods. expenditure on charitable activities indudes all costs incurred by a charty in undertaking 8Ctiwlies that further rts chanlable aims for the benefit of its benefiaaries, Including thos8 support costs and costs relating to the govemance of the charity apportioned to charitable activities. other expenditure includes all expendilure thal is neither related to raising funds for the charity nor part of its expenditure on charitable activits'es. All cosls are allocated io expenditure categories rellecting the use of the resource. Direct costs attributable to 8 5in9le aclivity are allocated directly lo that activity. Shared costs are apportioned be￿een the a¢iivities Ihey wnlribul¢ to on a reasonable, justifiable and ¢on$islent basi$. Tanglble assets Tangible assets are inilially recorded at cosl. and subsequenlty slaled at cosl less any accumulated depreciation and irnpairmenl losses. Any tangible assets carried al ￿valued amounts are recorded al the lair value a¢ the date ol revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losse5. An increase in the carrying afftjunt of an asset as a resurt of a revaluab"on, is recognised In other recognised gains and losses. unless it reverses a charge for impaiment that has previously been recognised as expendilure wflhin the statement of financial activities. A decrease in the carrying ar￿Unt of an assel as a result of revalualion. is recognised in other recognised gains and losses, ex￿pt to which rt oftsets any previous revaluation gain. in which case the 1055 is Shown wthin gther reGognised gains and 1055es on the 5tatewnent of financial activtbes. -10- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 Accountlng pollcles (eoiilinutd) Depreciation Depreciation is calculated so as to wriie off the cost or valualion of an assel. less its residual value, over the useful economic life of that asset as follows_. Animal Sh8tters 10% straight line Investments Listed investrnents a￿ measured at fair value changes in fair value being recognised in the statement of financial activities. Impalmient of 1Sxed assets A review for indicators ol impairnent is carried out at each reporting date. with the Tecoverable amount being eslimaled where such indicators exist. Where the carying value exceeds the recoverable arnount. the asset is impaired accordingty. Prior inwairments are also reviewed lor Possible reversal at each reporting date. Stock8 Stocks are masured al the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to rts present IcKation and condibon. Stock of pel lood and litter 1$ valued at the lower of ￿$t and nel rtalisable value. 11 1$ impra¢ti¢èl lo measure reliably tho lair value of the ¢Jon8led items and $0 donated good$ are thertrfts￿ re¢ogni$&d whèn they 8r8 sold. Flnon¢lal In$irum•nt• A financial asset or a financial liabilty is recognised onty when the entity becomes a party to the conlr8clual provisions ol the instrument. Basic financial instruments are inrtialty recognised at the amount receivable or payable Includlng any related transaction costs. unless the arrangement constitutes a financing transaction. where it is recognised at the p￿sent valve of the luture payments discounted at a market rate of interest for sirnilar debl ins¢ruff￿nt. Current asse¢3 and cuwrent liabilities are subsequenty ffeasured al the ¢a8h or other consideration èxpèctèd to bè paid or iècsived and not discount￿. Debt Instruments are subsequenuy measured at amorlised cost. D•fin•d contribution plan$ Contributions lo defined contribution plans are recc*3nised as 8n expense in the period in which the related setwce is pro¥ided. Prepaid conlributions ale iecognised as an asset to the extent that the prepayment wll lead to a reduthon in fubJre payments or a cash refund. 11 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 Accountlng pollcles (eoiilinutd) Defined contribution plans (conUnu•dJ When contributions are not expecled to be setded wholly within 12 months of the end of the reporting date in which the ernployees render Ihe related semce. the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as an expense in the period in which rt 8rise$. Donations and legacies Unreslricled Total Funds Fund5 2025 Unrestricted Total Funds Funds 2024 Donatlons Donations 124.488 124,488 11.695 11,695 Legacies 210.849 210.849 57.487 57,487 Glfts Gift Aid re¢eivobl• 28.899 28,899 38,082 38,082 364.236 364.236 107.264 107.264 Charltabl• actlvltl•8 Unre$triclèd Total Fund• Unre$trict¢d Total Funds Funds 2025 Funds 2024 Clinic income 3.819 3,819 3.335 3,335 Fundrnl8lng Ineom• Unreslricled Total Funds Unreslricled Totsl Fund8 Funds 2025 Funds 2024 Sale of donated goods and raffl8 proceeds 8.558 8,558 8.409 8,409 Inve¥tm¥nt In¢om¥ Unreslricled Total Funds Unrestricted Total Funds Funds 2025 Funds 2024 Interest and diwdends 22.900 22, 26.433 26,433 Costs of ralslng donatlons and legacles Unreslricled Total Funds Funds 2025 Unrestricted Total Funds Funds 2024 Licence, tickets and prizes 732 732 473 473 -12- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 Expendlture on charltable actlvltles Unrestricted Total Funds Unrestricted Total Funds Funds 2025 Funds 2024 Veterinary expenses. drugs. food and milk Salariès Motor expenses Business rates and water Insurance Light and heat Repairs and maintenance Cleaning and refuse collection Stationery, postage and compuler costs Telephone Sundry expenses Depreciation Independent examination fees Legal and professional fees 55.183 103.277 945 1.880 55.183 103,277 945 1,880 1.562 7.394 5.840 730 1,219 1,211 1,Ll89 13.437 2.710 43.622 83.469 637 1.593 1.536 8.596 7.690 573 590 1.658 1.051 12.952 2.250 1,284 43.622 83,469 637 1,593 1,536 8,598 7,690 573 590 1,658 1,051 12.952 2,250 1,284 7.394 730 1.219 1,211 13.437 2.710 2.384 198.841 198.841 167.501 187,501 10, Staff Costs Th¥ total staff ¢o$ls and employee benefits for the reporting period are 8n8lysed 8$ follows.. 2025 2024 Wages and salaries Social security costs Ernployei contribubon6 to pension plans 98,581 2,2C6 2.490 81,794 181 1,494 103,277 83,469 The average head counl of employees during the year was 712024.. 81. All employees work part lime hours. The FTE numbers were 2.612024.. 2.01. Key management personnel The Key Management Pers￿ne1 comprise the Chief EXeCu￿"¥e Officer and General Manager as listed on the reference and adminislralive details in the accounts. The lo(al amounl of ernployee benefits (including pension conlributionsl received by senior management for their services lo the charity was £78,7(￿12024.' £57.6421. No èmployee r8eèiv&d employèè benèfits of nK)rè than £60.(KJO durin9 the yè8r12024". Nill. 11. Trustee remuneratlon and expenses No remuneralion was paid by the charity to any Truslee during either this or the prior year. No Trustees received reimbursed expense5 during either this or Ihe prior year. -13- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 12. Tanglble flxed assets Freehold property Animal ¥heMer8 Totsl Cost At 1 October 2024 and 30 September 2025 D•pr•elatlon At 1 October 2024 Charge for the year At 30 S•pt•mb•r 2025 Carylng amount At 30 September 2025 At 30 September 2024 230.IJOO 151.230 381.230 43.843 13,437 43,843 13,437 57.280 57,280 230.￿)0 93.950 323,950 230.(K)O 107,387 337,387 The property's value and condition is wiewed annualty by the Trustees. 13. Inv•8tm•nts Llsted Investments Co¥t or valuavon At 1 October 2024 Additions Dispos818 Fair value movemènts 384,173 1171,3041 14,922 At 30 S•pt•mb•r 2025 Impalrment At 1 October 2024 •nd 30 S¢pt•m￿r 2025 Carrylng amount At 30 Septsmber 2025 At 30 September 2024 227.791 227,791 384.173 All inve3trnents shown above are held al valuation. Flnanclal assets held at falr value Valuats'on is based on the markel value of invesiments as at the year end date. 14. Stock• 2025 2024 Pet food and lrtter 200 200 -14- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 15. Debtorn 2025 2024 Prepayments and accrued inc4yre 29.488 73,631 16. Cr•dltors'. Amounts falllng duè wlthln on• y•#r 2025 2024 Accruals and deferred income Social security and other taxes Other creditors 7,825 5,896 954 339 693 8,518 7,189 17. Dellned contrlbullon plan8 The amount recognised in Incon￿ OT expenditu￿ as an expense in ￿latsOn lo defined contribution plans wa5 £2,49012024.. £1,494). -1s- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 18. Analysls ol charltable funds Expendrture & Gainlllossl on investments At30 September 2025 At 1 October 2024 IncJ)me Transfers unre8￿cted funds General lund Revaluation reserve 1.665,314 30,IK)O 399.513 1184,6511 {1,ofMJ,0001 880,176 30,000 De$lgnoted lund$ Operating reserves Centre Investment5 Grant scheme investmonl$ 2(X).000 400.000 200.000 400.000 4CX),000 400,000 1.695,314 399.513 1184.6511 1,910,176 Expendrture & Gainlllossl on investments At30 September 2024 Al 1 October 2023 Incom& Transfers Unrs$trf¢ted lund$ General fund Revaluation reserve 1.658.891 30.000 145.441 1139.0181 1,685,314 30,000 1.688.891 145.441 1139,0181 1,695,314 Purpos• of d•8lgnotod fund$ The Operating Reserve3 are held 81 around 2 yearn of operating ¢o$l lo en$ur* ￿ntInUity of the work of the charity in the event of an &meryen¢y situabon such as o¢¢urTed in the Co¥id-19 pandemic. Centre Investments are held and managed to produce annual retums to underwrite part of the ongoing costs of the Cenlre. The capital can be used lo assist in years Whe￿ ongoing donations and other sources ol incorne are insufficienl to cover costs. The capital is also available to fund further developrnent ol the Cenlre in the future and additional faciliDes where deemed necessary. Grant Scheme Inve$tmenl$ are held and man4geiJ to produ¢e annual relum$ to underwrite part of the ongoing costs of the Clinic, Grant Scheme and Neutering inib"atives. The capital can be used provide additional funds for increasing these schemes as we expand seNces across the County. -16- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Animal Welfare Suffolk Notes to the financial statements (eonlinutd) Year ended 30 September 2025 19. Analysls ol net assets between funds Year ended 30 September 2025 Tangible fixed assets Investments Net current assets Total Unrestricted funds Revaluation reserve Designated funds 293.950 227,791 358,435 880,176 30,000 1,000,000 1,000,000 323.950 227,791 1,358,435 1,910,176 Year ènded 30 Septèmbèr 2024 Tangible fixed assets Investments Net current assets Total Unrestricted funds Revaluation re$&r¥e 307.387 384,173 973,754 1,665,314 30,000 337.387 384.173 973,754 1,695,314 20. Relatèd partl88 Th¥ Chief Exe¢utiv$ oifi¢er and cyr￿nt Tre8$ufer. N Chaplin who is a family member lo the Trustees B Chaplin and A Chaplin was remunerated an amount lolalling £47.733 12024." £38,479) for services as Chief Executive Officer and Treasurer. E Chaplin, is a farnily ￿ernber lo the Truslee B Chaplin and A Chaplin and the daughler of N Chaplin. E Chaplin is ernployed on a c8su81 basi3 and during Ihe year the char¢ty paid her amounts totalling £10912024." £Nill during lh& year. The Tnjstee, Dr M Jeffrey is also a clinical direclor lor The 8am Veterinary Practice wtth whom the Charty engaged to undertake seryices and paid £27.58912024". £31,496) during the year. The Trustee. L Williams was also employed for Mellon Veterinary Surgery with whorn the Charity engaged to undertake seryices and paid 4.18312024.. £4.4501 during the year. L William5 is currently emplyed by Fromu$ VÈterinary Cèntre vnth whom lh& Charity enga904 to undertake $eM¢¥s and pai £2,15312024". £1,2011 during the yèar. With the ex￿ptIOn ol those menboned above Trustee or any person connected to them benefited from any contract or work awarded or payment made by the Charity during either this or the prior year. -17- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Lovewell Blake LLP First Floor Suite 2 Hillside Business Park Bury St Edmunds Suffolk IP32 7EA Dear Sirs Flnanclal ststements for the year ended 30 September 2025 The followin8 representations are made on the basis of enquires with ihose individuals, including management and siaff, with relevant knowledge and experience such Js we consider necessary in connection with your independent examination of ihe ¢haritVs financial $13tements for the year ended 30 September 2025. These enquiries have included inspeciion of 5UPPOrting documentation where appropriate and are sufficient to satisfy ourselves that we can make each of the followin8 representations. All representations are made to the best of our knowledge and belief. General We acknowledge that the work performed by you is substantially less in scope than an audit performed in accordance wf(h International Standards on Auditin8 IUKI and that you do not express an audit opinion. We confirm that the charity was entitled to exemption under section 144 of the Charities Act 2011, being that gross income for the year does not exceed £lm or £250.tNxJ rf gross assets exceed £3.26m, from the requirement lo have its financial statements for the financial year ended 30 September 2025 audited. We confirm we have declared all income, including legacies. of which we are aware at the year end, whether received during the year or following the year end. We have fulfilled our responsibilities as irustees, as set out in the terms of our engagement letter dated 30 November 2020 under the Charitie5 Art 2011, for preparing financial 5tatement5 in accordance with applicable law and Uniied Kingdom Accounting Standards IUK Generally Accepted Accounting Practice), for being satisfied that they gwe a true and fair view and for making accurate representations to you. All the transactions undertaken by the chartty have been properly reflected and recorded in the accountin8 records. All the accounting records have been made available to you for the purpose of your independent examination. We have provided you with unrestricted access to all appropriate persons within the charity, and with all other records and related infomiation requested. including minutes of all management and trustees, meetings and correspondence wf(h The Charity Commission. The financial statements are free of material misstatements, including Om￿lon$. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Internal control and fraud We acknowledge our responsibility for the design, implementation and maintenance of internal control systems to prevent and detect fraud and error, and we believe that we have appropriately fulfilled these responsibilities. We have disclosed to you the results of our risk assessment that the financial statements may be mi55tated as a result of fraud. We have disclosed to you all instance5 of known or suspected fraud affecting the entity involving those individuals, including management and employees, who have a significant role in internal control or other5 that have a material effect on the financial statements. We have also disclosed to you all infom)ation in relation to 31legations of fraud or suspected fraud affectin8 the entity's financial statements communicated by current or former employees, analysts, regulators or others. Assets and IlabS1ities The charity has satisfactory title to all assets and there are no liens or encumbrances on the charity's assets, except for those that are disclosed in the notes to the financial statements. All actual liabilities, contingent liabilities and guarantees Riven to third parties have been recorded or disclosed as appropriate. We have no plans or intentions that may materially alter the carrying value and, where relevant, the fair value measurements or classification of assets and liabilitie5 reflected in the financial Statements. Accountln8 estlmates The methods, data and significant assumptions used by us in makin8 èctountinB estimates, and their related disclosures, are appropriate to achieve retogniiion, Measu￿Ment and disclosure that is reasonable in the tontexi of ihe applicable financial reporting framework. Bank accounts We have disclosed to you all bank accounts operated by the charlty. Legal clalms We have disclosed to you all claims in Connection with litigation that have been, or are expected to be, received and such matters, as appropriate, have been properly accounted for and disc105ed in the financial statements. Laws and re8ulations We have disclosed to you all known instance5 of non-compliance or suspected non-compliance with laws and regulation5 whose effects should be considered when preparing the financial 5tatementS. Related partles Related party relationships and transactions have been appropriately accounted for and disclosed in the financial statements. We have disclosed to you 311 relevant information concerning such relationships and transactions and are not aware of any other matters which require disclosure in order to comply with legislative and accounting standards requirements. Serlous Incldents We confirm that no serious incident reports have been submitted to the Charity Commission, nor any events considered for Submission, during the year or in the period to the date of Signing of the balance sheet. Subsequent everrts All events subsequent to the date of the financial statements which require adjustment or disc105ure have been properly accounted for and disclosed. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Going concern We believe that the charitrfs financial statements should be prepared on a going concern basis, on the grounds that current and future sources of funding or support will be more than adequate for the charity's needs. We also confirm our plans for future actionlsl required to enable the charity to continue as a going concern are feasible. We have considered a period of months from the date of approval of the financial statements. We believe that no further disc105ures relating to the charitV'5 ability to continue as a going concern need to be made in the financial statements. Grants and donatlons All giants. donations and other income, the receipt of which is subject to specific terms or conditions. have been notified to you. There have been no b￿a¢he$ of terms or conditions in the application of such income. Each trustee has taken all steps that they ought to have taken as a trustee in orderto make themsefves aware of any relevant infom)ation and to establish that you are aware of that infom13tion. Yours faithfully Signed on behalf of the board of trustees of Animal Welfare Suffolk Date.. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Lovewell Blake Chartered Accountants MrNChaplin Animal Welfare Suffolk 181 Cauldwell Hall Road Ipswich Suffolk IP4 5DA OUT ref.. acrlkss/tjC1144￿I 26 Febnjary 2026 Dear Slr Terms of engagement 1.1 Thls letter, together wlth the attached Terms of 8usiness, set out the basis of our engagement by you. We would be grateful if you can please sign and date a copy of this letter on the final page and return It to us by way of confirmation of acceptance of these terms. 1.2 We have agree(J with you that we will provide the following as described in the appendix to this letter.. Independent Examination Services Payroll Services 1.3 If the summary of services in the appendix to this letter does not adequately deal with all work that you are expecting us to carry out. please let us know as soon as possible. so that we can amend this letler. 1.4 Any other services, including any additional services, provided by Lovewell Blake LLP will be the subject of a separate engagement letter. Investment advlce 2.1 If, during the provision of professional services to you. you need advice on investments. we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not generally authorised to provide advice on investment products. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services where these are complementary to or arise out of the professional services we are providing to you (such servi￿$ may include Corporate Finance Business). Please reply to. Lovewell Blake LLP. First Floor Suite. 2 Hi11gde Busiress Park. Bury St Edmunds. IP32 7EA Main tel no.. 01284 3370701 ¥vww.lo¥ewell-blake.co.uk L¢bvpwèll LLP15A Iirnited hèLMltypartW5hipTe¢th2d NDrfoll NB30 nd R¥l*tÈth1 to utry on lfi UK tst ifi 4ftd Wa1ei D&t&lb ttudtt WiSir&tltsfft be vlewed HLB ThEGLOaAi Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 2.2 Where you require spectfic advice on certain types of investment we can refer you to an authorised person in Lovewell Blake Financial Planning Limited I"LBFVI. These indNiduals are authorised and regulated by the FCA to advise you on certain types of investments. 2.3 LBFP is a separate limited Company which is under Common control as Lovewell Blake LLP. We will share your information wrth LBFP where a referral has taken place or where we consider this is in your best intere5t5. No member of Lovewell Blake LLP is directly compensated for any referral however, they may feceive compensation by way of distribution of any profits generated by LBFP. 2.4 You acknowledge that there afe risks attached to all types of investment and any recommendations made by vs do not give an express or implied warranty or gvaraniee ￿latIng to the financial return of the particular investment recommended. You shall ultimately be responsible for assessing whether the retommended investment will meet your requirements, together with decidin8 whether to proceed wf(h any investment or transaction. or other action or conduct as a result of the seNices provided by us to you. Commlsslons 3.1 In some circumstances, commissions or other benefits may become payable to U5 in respect of transactions we arrange for you or from the introduction to an independent intermediary or from another third party such a5 a software provider, in which case you will be notified in writing of the amount and terms of payment. Our fees that would otherwise be payable by you as described below will not be abated by such amounts. Where we both agree we may retain commi55ion or other benefits, we will ask for your consent in writing. In any other event we will feturn commisslons or other benefit5 to you. 3.2 In the absence of a signed engagement letter we could retain such a commission only rf you give full and informed consent following us providin8 full disclosure of the amount involved. Fees 4.1 Unless otherwise agreed with you, our fees shall be cakulated on the basls of time spent (leallng with your matter. 4.2 Where we are charging on an hourly rate. different hourly rates may be charged for different types of work and accordin8 to the seniority of the fee earner invofved. Where some or all of a process 15 completed by robotic process automation. we will apply a fixed £harge in substitute for an hourlv rate lo complete that pr¢xes5. 4.3 If it is necessary for u5 to carry out work outside the scope of our respon5ibilitie5 a5 Set out in thi5 letter or any other additional work. this will involve additional fees. Accordingly. we would like to point out thal il is in your interest that your record5 are compleied to the agreed stage. 4.4 Please see clav5e 6 (Feesl of our Terms of Busine55 for further details about our fees. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Terms of Business Our Terms of Business are attached to this letter and set out on our website at htt www.lovewell-blake.to.u termsofbusiness and contain our terms and Conditions of business. These set out the basis on which we will act for you and provides various important information. In particular, please see clause 4 IService51, clause 6 (Fee51. clause 17 ILiabilityl and clause 19 (Anti-money Laundering). Money Laundering Regulations 2017 By law, we are required to undertake certain customer due diligence and operate anti-money laundering procedures. Please see tlause 19 IAnii-Money Lavnderingl of our Terms of Business for more detail. Revislons to the terms of en8agement We will be entitled to vary the engagement terms lincluding our Terms of Business) to take into account requirements or recommendation5 from the Institute of Chartered Accountant5 or other relevant regulatory bodies. Such variations will be binding upon you. Please check the Terms of Busine55 on our web51te at htt www.lovewell-blake.co.u termsofbusiness for the latest version from time to time. We recommend that you review these Terms of Business regularly for any update5. A8reement of terms Please let us know if there is any aspect of the above that you would like us to clarify. On the basi5 that this letter and our Terms of Business are acceptable. please confirm your agreement to the terms contained within this letter and our Terms of Business by signing and returning a copy of thi5 letter. Yours falthfully Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l I confirm that I have read and underst¢)od the contents of this letter and agree that it accurately reflects my understanding of the services that I require you to undertake. Signed 261512026 Mr N Chaplin for and on behalf of Animal Welfare Suffolk Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Appendlx A- Independent EKamln*lon 5ervlces-A¢¢ruals ba4s Your responsibilities As trustees of the charity, you are responsible for maintaining proper accounting records and an appropriate system of internal control for the charty, and you are also responsible for preparing the annual report and financial statements which give a true and fair view and have been prepared in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) and the Charities Act 20111.the Act"} and regulations thereunder. In preparing these financial statements. you are required to: select suitable accounting policies and then apply them consistently,. make judgements and Jccounling estimates that are re8sonable and prudent,. and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in busine5S. As trustees of a charity, you are under a duty under the Charities Act 2011 to prepare an annual report for each financial year complying in its form and content with regulations made under the Charities Aet 2011. You should also have regard to the Statement of Recommended Practite ISORPI 'AccountinB and Reporting by Charities,. issued October 2019 by the joint SORP making body, and any subsequent amendments of variations to this statement. In compliance with the SORP you confirm that you have given consideration to and reviewed the major risks to which the charitv IS exposed, and the system5 designed to mitigate these risks. You are responsible for safeguarding the assets of the charity and hence for taking reasonable Steps for the prevention and delertion of fraud and other irregularities. It Is your responslbility to determlne that an examination is required under section 145 of the Charities Act 2011 and that sectKJn 144 lauditl of the Charities Act 2011 does not apply to the charity. You have undertaken to make available to us, as and when ￿qUired, all the charily's accountin8 records and related financial information, including minutes of management and trustees, meetings, necessary for ihe compilaiion of the financial statements 3nd you will make full disclosure to us of all relevant inforniation. Our responslblllt5es Under the Charities Act 2011 we have a statutory responsibility to state whether or not any matters have come to our attention to which in our opinion, attention should be drawn in order to enable a proper understanding of the accounts to be reached. and to report whether or not any matter has come to our attention in connection wrth the examination which give5 us Tea50nable cause to believe that in any material respect: accounting records have not been kept by the charity in accordance with Section 130 Charities Art 2011; the accounts are not in agreement with the accounting ￿(ords.. and the accounts do not comply with the accounting requiTements of the Charitie5 Act 2011. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l We are also required to report any of the following matters that have become apparent during the course of our examination: whether there has been any material expenditure or action which appears not to be in a¢¢ordan¢e wrth the trusts of the ¢h3rtty- whether any information or explanation to which we are entitled under regulation 33 of the Charitie5 IAccount5 and Reports) Regulations 2008 ha5 not been afforded to us,. and whether any information in the trustees, statutory annual report is inconsistent in any material respect with that in the accounts. We shall plan our work on the basis that an examination report is required for the year, unless you inform us in wrrting that either.. the charity requires an audit of the accounts. or the charity reqLJires neither an audit nor an examination report. Should you instruct us to carry out an audit, then a separate letter of en838ement will be required. Should you inform us that the charity requires neither an audit nor an examination, then we shall have no responsibilities to the charity. except those specifically agreed upon between us in respect of oiher professional services. Should our work lead us to conclude that the charity is not entitled to exemption from an audit of the accounts, or should we be unable to reach a conclusion on this matter. then we wlll not issue any report and will notify you in writing of the reasons. In these circumstances, if appropriate, we wlll dlscuss with you the need to appoint an auditor. We have a statutory duty to report to the Charlty Commlsslon ICC) under sectlon 156 of the Charities Act 2011 such matters (concerning the activities or affairs of the charity or any connected Instltution or body corporatel of which we become awa￿ durlng the course of our examinatlon which are lor are likely to bel of material significance to the CC in the exercise of their powers of inquiry into, or acting for ihe protection of, charrties. ope of examlnation Our examination will be condurted in accordance with the CC'5 "Independent exarnination of charity accounts: Directions and Guidance for examiners" ICC321. Our procedures will consist of comparing the accoun15 wilh the accounting Tecord5, vouching some material/significanl transactions. making limr(ed enquiries of the officers of the charity and only in certain circumstances seekin8 independent evidence to support entrie5 in the accounting records, or the presentation of the accounts. We shall also review the trustees, report and discuss with you the financial circumstances of the charity at the end of the year. Our examination is not designed to identify all significant weaknesses in the charity's 5YStems but, rf such weaknesses come to our notice during the course of our examination which we think should be brought to your attention, we shall report them to you. Any such report may not be provided to third parties wf(hout our prior written consent. Such consent will be granted only on the basis that such reports are not prepared with the interests of anyone other than the charity in mind and that we accept no duty or responsibility to any other party as concerns the reports. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l As part of our normal pr￿edures. we may request you to provide wrttten confirmation of oral representations which we have received from you during the course of the examination on matters having 3 m3teri31 effect on the accounts. In order to assist us with the examination of your accounts, we shall request sight of all documents or statements. including the trustees, annual report. which are due to be issued with the accounts. If it 15 proposed that any document5 or statements which refer to our name, other ihan the examined accounts. are to be circulated to third parties, please consult us before they are issued. We have a professional responsibiltty not to allow our name to be associated with accounts which we believe maybe misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the accounts maybe misleading and the matter cannot be adequately dealt with by means of modification of the report we will not issue any report and will withdraw from the engagement and will noirfy you in writing of the reasons. The responsibiltty for safeguardin8 the assets of the charity and for the prevention and detection of fraud, error and non-compliance with laws and regulations rests with yourselves. Our examination should not be relied upon io disclose all material misstatements or frauds, errors or instances of non-compliance as may exist. We shall not be treated as having notice, for the purposes of our examination responsibilities, of inlormation provided io members of our firm other than those engaged on the examination. Once we have issued our report we have no further dire￿ responsibility in relation to the accounts for that financial year. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Appendlx- Payroll Servlces Payroll Servlces Inltlal ¢ompllan¢e work- emlstlng employers Jolnlng RTI We will..- Submtt the first Full Payment Submission IFPSI and the Employer Payment Summary IEPSI as necessary online to HMRC after the data to be included therein has been approved by you. IThe first FPS must reach HMRC normalty on or before the payday for the first payroll run after vou are required to make submissions under R Tl.) Recurring compliance work We will prepare your payroll for each payroll period to meet UK employment tax requirements, specrfitallv.. Calculating the pay as you earn IPAYei deductions; Calculatin8 the employees, National Insurance Contributions INICI deductions. Calculating the employerfs NIC liabililies,. Calculating statutory payments, for example. Statutory Sick Pay andlor Statutory Maternity Pav,. Calculating other ststutory and non-st3tutory (Jeductions: and Submittlng Informatlon onllne to HMRC under RTI for PAYE. We will prepare and send to you the following documents before the time of payment through the payroll or due date for delivering information to HMRC: Payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll toi315' The Ilata included within each Full Payment Submission IFPSI for taxable pay and payrolled benefit5 for each employee: A pay51ip for each employee unless not required. A P45 for each leaver. and A report showing your PAYE and NIC liabilrty and due date for payment. We will submit FPSS online to HMRC. We will request any amendments to the payroll are raised prior to submi55ion. (FPSS must reach HMRC nomialty on or before payday.) We will prepare, where appropriate (for example, to recover statutory payments, claim deductions under the NIC holiday scheme or CIS deductions. confirm that no payments were made to employees), for each tax month. an EPS from the infomiation and explanations that you provide to us. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l We will submit EPSS to HMRC after the data to be included therein has been approved by you. IEPSS must reach HMRC by the 19th of the month following the tax month to which they relate.) At the end of the payroll year we will:_ Prepare the final FPS lor EPSI including employer annual declarations and submit this to HMRC after the data to be included therein ha5 been approved by you. (The final FPS lor EPSI for the vear must reach HMRC by 19 April following the end of the tax year.) Prepare and send to you by the statutory due date Form P60 for each employee on the payroll at the year end. We will deal wtth any online Secu￿ messages sent to us by HMRC in respect of your payroll,. and We will not be liable for any loss or damage of whatsoever nature or to whomsoever taused arisin8 out of the seThices provided. If however the results of processing are incorrect by reason of a fault otcurring in the computer or of a mistake due to the negligence or inadvertente of any of our staff then we shall carry out such work as is necessary to correct the said results without further Charge. We do not accept responsibility for loss or damage arising from, or the consequences of your staffs acts or defaults in relation to: Errors in codin8 of information: Illegible information on documents: The lite arrival, or non-arrival of data for processing; Incorrect or incomplete information supplied including failure to notify us of employee5 or Income which fall within PAYE and Nl regulations. Fallure to detect errors In any work carried out. Ad hoc and advisory work 10. Where you have instructed us to do 50, we will a150 provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate en8agement letter, at our option. Where appropriate we will discu55 and agree an additional fee for such work when it is commissioned by you. Examples of such work include.. Dealing with any compliance check or enquiry by HMRC into the payroll returns- Changes In the law ii. We will not accept responsibility rf you act on advice given by us on an earlier occasion without first confirming with us that the advice 15 Still valid in the light of any change in the law or your circumstances. 12. We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Your responsibilities 13. You are responsible for'.- Ensuring that the data in your payroll submisS￿n5 is correct and complete: Where you have fewer than 5 employees, providing legible data (not necessarily on a spread sheet) Makin8 sure any submissions are filed by the due date,. Makin8 payment of tax and NIC on time- Checking all computer printovts for accurary. Compliance with other PAYE and Nl regulations. Failure to do thi5 may lead to automatic penalties, 5urcharge5 andlor interest. Employers cannot deleBate this legal responsibility to others. You agree to check that Submissions that we have prepared for you are correct and complete before you approve them. 14. To enable us to carry out our work you agree:. Thal all Informatlon requI￿d to be delivered online Is submitteil on the basls of full dlsclosure,. To provlde full Inforn)ation necessary for deallng with your payroll affalrs.. we wlll rely on the information and documents bein8 true, correct and complete and will not audit the Informatlon or those documents- To agree with us the name of the person authorised by you to notify us of changes In employees and in rates of pay. We will process the changes On￿ if notified by that individual,. To advise us in wrf(ing of changes of payroll pay dates: Four weekly or monthly pay per5ods - To notify us at least 5 working days lor such other period as agreed with us) prior to the payroll pay date of all transactions or events which may need to be reflected in the payroll for the period. including details of..- 311 new employees (including full names. address. date of birth. national insurance number, pa55POrt number) and details of their remuneration packages (including contractual hours). all leavers. including deaths of employees. and details of temiination arrangements- all changes to remuneration packages. all pension scheme changes- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l irregular andlor ad hoc payments and the dates to be paid. Up to lour weeks pay perlods - To notrfy us at least 3 working days lor such other period as agreed with us) prior to the payroll pay date of all transactions or events which may need to be reflected in ihe payroll for the period, including details of..- 11 new employees (including fvll names, address, date of birth, nation31 insurance number. passport number) and details of their remuneration packages. lincluding contrathual hours). 11 le3vers. including (Jeaths of employees. and details of temirnation arrangements- all thanges to remuneration packages. all pension scheme changes: irregular andlor 3d hot payments and the dates to be paid. To approve:_ EAS, if required by HMRC,. at least 4 workinB days prior to the due date. final FPS lor EPS when applicable) for the year at least 7 days prior to 19 April followin8 the end of the tax year,. To authorlse us to approach such thlrd parties as may be appropriate for Informatlon that we consider necessary to deal with your affairs. 15. You will keep u5 informed of changes in circumstances that could affect the payroll. If you are unsure whether the change Is material or not please let us know so that we can assess its significance. 16. If the Information required to complete the payroll services set out above is received later than the dates specified above or agreed with us we will still endeavour to process the payroll and returns to meet the agreed payroll date and tiling deadlines but we will not be liable for any costs or other losses arising if the payroll is late or the returns are filed late in these circumstances. We may charge an additional fee for work carried out in a shorter time period. 17. Our services as Set out above are subject to the limitation5 on our liability Set out in the engagement at paragraph 5 of our standard temis and conditions. These are important provisions which you should read and consider carefully. Retention of records 18. We will normally return all hard copy payroll information (input form5 and printouts) to you and il is your responsibility to retain these records long enough to comply with all PAYE/NI and other regulations (normally 6 years). If you wish u5 to retain the records please advise us in writing we reserve the right to make an additional charge for this service. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Termlnatlon ol servlce 19. 3 months. notice is reqUI￿d rf you wish to terminate the payroll sernice. In the event of shorter notice period. our normal charges for the full notice period will apply. We reserye the right to charge a fee to handle the handover process to include reports, queries and general 5UPPOrt during the period. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l Terms of business l. About these Terms of Business 1.1. These Terms of Business shall apply to our provision of the services, except for the provision of human resources and employment-related services IHRI, as more particularlv described in our letter of engagement to you las supplemented or amended) Ithe "Engagement Letterti. 1.2. Our agreement with you shall comprise of the Engagement Letter and these Term5 of Business (the "agreement"). 1.3. In the event of any conflict between these Terms of Business and the relevant Engagement Letter, the Engagement Letter shall prevail to the extent of suth conflict. 1.4. These Terms of Business shall apply to services provided by Lovewell Blake LLP and Lovewell Blake Financial Plannin8 Limited. which are two separate le8al entities. For further details, please see the definition of "LB" in clause 2.1 below. 2. Interpretatlon 2.1. The following definitions and rules of interpretation apply in these Terms of Busines5'. "Agreed Purposes" the proviSiOD of the Services by us to you on the terms of this agreement. "Bu51ne55 Daf: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. "Client", °you", "yourf,: the person. firm or company who purchases Services from us, as identified in the Engagement Letter. 'Data Protection Legislatiorn": the Data Protedion Ad 1998, the EU Data Protedion Directive 95146/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) Ilnterception of Communications) Regulations 20001512000/26991. the Electronic Communications Data Protection Directive 2￿2/s8/Ec, the Privacy and Electronic Communications IEC Directive) Regulations 21J)31512003124261, the law implementing the Network and Information Systems Security Directive 201611148, the Data Protection Act 2018 and the General Data Protection Regulation. including any national implementing laws, regulations or secondary legislation, and all applicable laws, statutes, regulations and standards relating to processing and/or security of personal data, privacy, electronic communications or direct marketing, as each are amended, updated or replaced from time to time, and including where applicable any guidance, notices andlor codes of practice issued by the Article 29 Working Party, the European Data Protertion Board, the Data Protection Authority, any applicable Supervisory Authority andlor Government department in relation to applicable data protection law. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l "Data Controllerf,, "Data Process0￿, "Data Subjecv, "Personal Data", °processin and "Supervisory Authorit￿.: shall each have the meaning given in the Data Protection Legislation. 'Flnantlal Planning Service¢= the financial planning services provided by us to you. a5 more particularly described in the En8agement Letter. "we", "us", "ourt- shall mean: lal where we are providing services other than Financial Planning Services, Lovewell Blake LLP, a limited liability partnership registered and incorporated in England and Wales with registered number OC354112 whose registered office is at Sixty Six North Quay, Great Yarmouth, Norfolk, NR30 IHE: or Ibl where we are providing Financial Planning Services, Lovewell Blake Financial Planning Limited, a company registered and incorporated in England and Wales with registered number 03504185 whose registered office is at Bankside 300. Peachman Way, Broadland Business Park, Norwich, Norfolk NR7 OLB. 'Partnel' a member of Lovewell Blake LLP andlor an officer or shareholder of Lovewell Blake Financial Planning Limited lin each case, 3 list of whom is available from any of our offices). The term "Partner" in this agreement shall not be tonstrued as indicating that our members, directors or shareholders are carrying on business in partnership for the purposes of the Partnership Act 1980. "Servlces" the servlces that we provide to you, includlng the Financlal Plannln8 Servlces and Payroll Services, as more particularly described in the En8agement Letter. "Partles": the parties to this a8reement. "Permltted Reclplents" the parties to this agreement, the employees of each party (where applicable) and any third parties engaged to perform obligations in connection with this agreement. "Payroll Services": payroll bureau services provided by us to you, as more particularlv described in the Engagement Letter. "Shared Personal Data" the Personal Data to be shared between the partie5 under this agreement. 2.2. A person includes a natural person. corporate or unincorporated body (whether or not having separate legal personalitvl. 2.3. A reference to a party includes tts personal representatives, successors and permitted assigns. 2.4. A reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that Statute or statutory provision. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 2.5. Any words following the terms includin& include. in particular, for example or any Similar expression, shall be construed as illustrative and shall not limit the Sense of the words, description, definition. phrase or temi preceding those terms. 2.6. A reference to writing or written intludes fax and email. 3. About LB 3.1. LB provides accounting, tax. payroll. financial planning and associated services in England and Wales. 3.2. A list of our offices, each office's opening hours and contact telephone numbers is available on our website at www.lovewell-blake.co.uk. 3.3. If we need to contact you we will do so by telephone or by writing to you using the telephone number, email or postal address provided to Us by you. However, if you have a preferred method of communication, please let us know. 3.4. Lovewell Blake Financial Planning Limited I"LBFVI is authorised and regulated by the Financial Conduct Authority I"FCA°l under reference number 19Crf179. LBFP'S permitted business is advising on and arranging pensions, savings, investment products and non- investment insurance contracts. For further details about LBFP'S FCA authorisation, please see the FCA'S webslte www.re ister.fca.or .ukl or contact the FCA on 0800 1116768. 3.5. Lovewell Blake LLP is not authorised by the Financial Conduct Authority. However, we are included on the re8iSter maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Conduct Authority website at www.fca.or re ister 3.6. In the unlikely event that Lovewell Blake LLP cannot meet its liabilities to you. you mav be able to claim compensation under the Chartered Accountant5. Compensation Scheme. 3.7. Lovewell Blake LLP is also registered with the ICAEW to carry out audit work in the UK under reference number C002613207. For further details about the audit registration, please See www.auditre8lSter.org.uk. Please note that Lovewell Blake LLP is not generally authorised by the FCA to provide advice on investment product5, and may refer you to a firm that 15 FCA regulated for such purposes. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 3.8. LB will observe and art in accordance with the bye-laws. regulations and Code of Ethics of the ICAEW and accept instructions to act for you on this basis. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. These requirements are also available at www.icaew.com re ulations. We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 21K16. When conducting audit work we are required to comply with the Revised Ethical Standard 2019 and the International Standard5 on Auditing IUKI which can be acce55ed at htt www.frc.or Our-work Audtt-and-Actuarial-Re ulation Audit-and- assurance Standards-and- uidance.as 3.9. Lovewell Blake LLP is a member of HLB International I"HLBI"I, which is a world-wide network of independent accounting firms and business advisers. The HLBI network comprises of various different independent member firms across a range of countries, many of which use HLBI as part of their trading name. All HL81 member firms are separate legal entities. You acknowledge that no HLBI member firm shall have any authority to enter into any legal obligations, incur liability or pledge credit on behalf of HLBI or any other member firm (including Lovewell Blake LLPI, nor is any HLBI member firm an agent of or in partnership HLBI or any other member firm. By introducing you to any firm, HLBI does not accept any liability for work which is carried out on your behalf and you must make your own contractual rrangements directly with the relevant HLBI member firm. You a8ree that the HLBI member firm that you appoint shall have sole liability for the work covered by their engagement. 3.10. Lovewell Blake LLP is registered for VAT under registration number 105 0383 17. 4. Servlces 4.1. The scope of the Services, which you confirm are sufficient for your purpose, is set out in the En8a8ement Letter. The Services are prepared and provided only for the a8reed purpose, and not for any other purpose. Any variation to the scope of the Services must be agreed between the parties in writing and may be subject to additional fees. Unless we expressly set out in the Engagement Letter otherwise, the Services will commence on the date on which we receive the duly signed Engagement Letter confirming acceptance of this agreement. We do not assume any responsibility or liability prior to this date. 4.2. We shall be entitled to assume that the person who gives us instructions to provide the services has authority to do so, and we shall be entitled to rely on any information provided to us by that person. 4.3. If instructions are given on behalf of body corporate or other organisation15uch as a company, limited liability partnership, charitable incorporated or8anisation or partnership), we shall be entitled to assume that this a8reement ha5 been reviewed and approved by the officers of the body corporate or other organisation. The signatories to the Engagement Letter warrant that they are duly authorised to siEn the Engagement Letter on behalf of the Client lif a body corporate or other organisationl. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 4.4. You will be solely responsible for assessing whether the results or outcome of the Services meet your requirements, deciding whether to proceed with any transaction or other action or conduct as a result of the Services and exercising general management responsibility in respect of the Services. 4.5. Where we are instructed by more than one person or entity, the liability of those persons or entities shall be joint and several. Any one joint client will therefore be individually responsible for all fees and expenses due to us. It is a condition of acceptin8 instructions that we can be completely open with all joint clients as to any information. Each joint client irrevocably authorises us to disclose to any other joint clientlsl at any time any information that we would otherwise be prohibited from disclosing by virtue of our duty of confidentiality. If any joint client refuses or restricts authority to disclose during provision of the Services, or if a conflict of interest arises between joint clients, we are entitled to suspend or terminate the provision of Service5 related to that matter to one or more of the joint clients. 4.6. We do not accept any duty of care or responsibility to any person other than you. Any third parties lincluding any group companies) who rely on the Services or any results of the Services shall do so entirely at their own risk. The Services are provided to you only and may not without our prior written consent be disc105ed to any other party. 4.7. ConflS¢t of Interest. We reserve the right during our engagement with you to deliver services to other clients whose interests might tompete with yours or are or may be adverse to yours. Subject always to our confidentiality obligations, we confirm that we will notifv vou immediately should we become aware of any conflirt of interest involvin8 us and affectin8 you. For specific information about resolvin8 a conflict of interest In relatlon to elther LB or LBFP, please see your En8a8ement Letter. 4.8. We will provide the Services with reasonable skill and care. 4.9. We may, during the course of providing the Services, make available documents to you in draft form. You agree that you shall not rely on any draft documents that we have provided. 4.10. You shall ensure that any information, materials or documents that you or a third partv on your behalf provide to us are complete, accurate and up-to-date to enable us to properlv provide the Services. You must inform us of any other information of which VOLJ become aware that may be relevant to the Services. You warrant that you have all necessary permission, consent and authorisation to supply such information and that doing so will not infringe on the rights of any third parties. It cannot be assumed that information provided to us during the course of other matters will be taken into account for the purpose of providing the Service5. Unless we have stated in writing to the contrary. we shall not be responsible for verifyin8 any information that is supplied to us. 4.11. Unless agreed between the parties in writing otherwise, we shall not have any tontinuing obligation in respect of any documentlsl once they have been provided to you by us in final form. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 4.12. As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional, and bound by the same confidentiality obligations as our employees and Partner5. 4.13. We may from time to time, on your behaFF, instrud, liaise with or coordinate advice from other professional advisers. includin8 accountant5 or 501icitors from other jurisdiction5. We shall not have any liability for the accuracy or competency of the advice given or work undertaken by those third party advisers or for payment of their fees andlor expenses. We cannot verify the advice given or work undertaken by foreign advisers. 4.14. We may from time to time be required to comment on commercial matters or legal documents as part of the Services. You acknowledge that we are not responsible for drafting, reviewing or amending legal documents, which is the responsibility of your lawyer. We shall not be responsible for the commercial viability of any proposed transaction or arrangement with any third party, which may result from the Services that we provide to you. 5. Cornmunlcatlon 5.1. Durin8 the course of providing the Services, we may from time to time communicate to you electronically. We strongly recommend that you install and maintain appropriate anti- virus and anti-malware software to protect the integrity and security of any e-mails that you send to, or receive from, us. We shall not be responsible for verifying whether you have done $0. 5.2. Whllst we wlll use reasonable commercial endeavours to check for the most common virus on any outbound e-mails, you acknowledge that the electronic transmission of information cannot be 8uaranteed to be secure or error free, and such information could be incepted, corrupted, lost, destroyed, delayed, incomplete or otherwise adversely affected or unsafe to use. We shall not be liable or responsible for any delays, delivery failures or anv other loss or damage resulting from the transmission of information over communications networks and facilities, including the internet, nor shall we be liable or responsible for anv loss or damage to any hardware, software or data arising from transmission of any e-mails or attachments by us (unless caused by our negligence). 5.3. We shall comply with the policies that we have implemented regarding the security of data and the transfer of documents by electronic means. As such, we may from time to time (where we consider appropriate in our sole discretion) encrypt or password protect e-mails and/or attachments sent by us. However, unless otherwise agreed in writing, you cannot assume that we will encrypt or password protect e-mails andlor attachments as a matter of course. 5.4. We shall not be liable or responsible for any loss or damage arising from our acting on instructions which appear to have originated from you, unless we are negligent in doing so. 5.5. If during the course of our provision of the Services you are provided with any password, user identification code or other log-in information, you must treat such as confidential and not disclose it to any other parties without our prior written consent. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 5.6. If the communication relates to a matter of significance on which you wish to rely and you have any concerns about the possible consequence5 of elertronic transmission, you Should request a hard copy of such information from us. 6. Fees, dlsbursements and other tharges (Lovewell Blake LLPI 6.1. Clauses 6.2- 6.9 shall apply to Lovewell Blake LLP only. 6.2. Unless we agree in the Engagement Letter, or otherwise with you, to provide the Services on a fixed fee basis, our fees shall be calculated on the basis of time spent dealing with your matter. We will also take into account other factors. such as the complexity, value, importance and urgency of the matter. and may increase our fees to take account of these other factors. 6.3. Where we are charging on an hourly rate. different hourly rates may be charged for different types of work and according to the seniority of the fee earner involved. Where some or 311 of a proces5 is completed by a robotic process automation, we will apply a fixed charge in substitute for an hourly rate to complete that process. Time spent dealing on your matter will include (without limitation): communicatin8 Wlth you and other5 on your behalf in meeting5, by letter, e-mail, fax and by telephone, considering and preparing documents such as tax returns, annual accounts and agreements, research, other correspondence, preparing attendance notes, instructing third parties on your behalf and preparing copies of documents for you. 6.4. Our hourly rates are normally reviewed quarterly but we reserve the rl8ht to amend the rates at any time. 6.5. Any fee estimate that we provide to you will not be binding as to final costs and will be an estimate only. You acknowledge that any estimate may change. An estimate is the view that we form initially of the likely fees, so cannot be exact in any event. 6.6. Any additional work outside the scope of the Services in our Engagement Letter will be charged on a time spent basis. 6.7. You authorise us to incur disbursements on your behalf where we consider necessary in connection with the Services. We will use our reasonable endeavours to consvlt with you prior to incurring material disbursements. These disbursements may include other expert's fees, court fees, search fees and HMRC fees. These expenses are made at C05t and we do not make any profit from them. Before we incur any disbursernents, it 15 a strict requirement that you provide fund5 in advance to cover these expenses. 6.8. We reserve the right to charge you a fee for arranging bank transactions and postage services, travelling expenses, photocopying, printing and incoming and outgoing faxes. 6.9. VAT will be char8ed on all fees, char8es, expenses and disbursements where applicable. 6.10. Details of fees, disbursements and other charges in respect of Financial Planning Services provided by LBFP shall be as set out in the relevant Engagement Letter. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 7. Client monies 7.1. We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from our own funds. The account will be operated, and all funds dealt with. in accordance with the ICAEW'S Clients, Monies Regulations I"CMR"l. Subject to the CMR, we will not be responsible for any105s arising from the insolvency of any bank where client funds are held or from any other action or event beyond our control, including governmental or other levies on bank accounts. 7.2. In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank PIC from time to time for small deposits, subject to the applicable minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross. 7.3. If the total sum of money held on your behalf exceeds £IO,CKK) for a period of more than 30 day5, or such sum is likely to be held for more than 30 days, or we jointly agree that a designated account is appropriate, then the money will be placed in a Separate intere5t- bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross. 7.4. We will return monies held on your behalf promptly as soon as there is no lon8er anv reason to retain those funds. If any funds remain in our client account that are unclaimed and the cllent to which they relate has remained untraced for five years or we as a firm cease to practice, then we may pay those monies to a re8iStered charity of our choice. 7.5. Fees paid by you in advance for the Services to be provided and which are clearly identifiable as such shall not be regarded as client monies. 7.6. Where we hold funds for you or you grant us rights over your own bank or other account, we reserve the right to refuse to make a withdrawal in absence of written confirmation of your instructions. 8. Payment terms 8.1. Unless otherwise agreed in the Engagement Letter, we Shall be entitled to invoice you for our fees, expenses, disbursements and other charge5 at appropriate intervals las we may decide in our sole discretion from time to timel and on completion of the Services. Any invoice shall not be a final invoice in respect of disbursements, which may be delayed. 8.2. Unless otherwise agreed in the Engagement Letter, all fee notes or invoices are due for payment on presentation and shall be paid in pound sterling 1£). in full and in cleared funds without deduction, set-off or counterclaim to a bank account nominated in writing by us for the purpose. 8.3. If you fail to pay an invoice, we shall be entitled to suspend or terminate the provision of Services until payment in full is received. Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 8.4. To the extent that we are permitted to do so by any applicable law, by professional guidelines or by regulatory rules. we reserve the right to exercise a lien over all funds. documents and record5 in our possession relating to all engagements for you until all outstanding fees and disbursernents are paid in full. 9. Payments on account We may require you to make a payment to us on account of our fees, expenses, disbursements and other charges at any time in connertion with the Services. If so, this amount must be paid prior to the commencement of the Services. The total fees may be more than the amount paid on account, but any money paid on account which is not required for our fees, expenses, disbursements and other charges will be refunded to you. You confirm that we will be entitled to deduct any fees, expenses, disbursements and other charges in respect of the relevant matter or any other matter where we are acting for you from anv money on account. 10. Professional indemnlty insurance We maintain adequate professional indemnity insurance in connection with the Service5. The territorial Coverage is worldwide, excluding professional business carried out from an office in the United States of America or Canada. Our professional indemnity insurer for Lovewell Blake LLP is Starr International (Europe) Ltd, 30 Fenchurch Street, London, EC3M SAD. Our professional indemnity insurer for Lovewell Blake Financial Plannin8 Limited is Accredited Insurance IEuropel Limited, Development House. St Anne Street, Floriana, FRN 9010 Malta. 11. Confldentlallty 11.1. You shall not disclose any work provided in connection with the Services, including any advice, opinions or documents with any third party without our prior written consent, except as required by law, a court or authority of competent jurisdiction or other governmental or regulatory authority. 11.2. We will keep confidential any information which we acquire about you, and we shall not without your consent disclose such information to any third party nor use it for any other purpose other than to provide the Services and for the efficient administration of our client relationship. 11.3. Clause 11.2 shall not apply to information that: 11.3.1. is or betomes generally available to the public lother than as a result of breach of this agreement),. 11.3.2. was available to us on a non-confidential basis before disclosure by you- 11.3.3. was, is or becomes available to us on a non-confidential basis from a person who, to our knowledge, is not bound by a confidentiality agreement wtth you or otherwise prohibited from disclosing the information to US- Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 11.3.4. the parties agree in writing is not confidential or may be disclosed,. 11.3.5. is required to be disclosed to our professional advisers, auditors, insurers, external assessors or other external agencies who undertake business SUPPOrt services (such as typing and printing); and 11.3.6. is required to be disclosed by law. a court or authority of competent jurisdiction or other governmental or regulatory authority. 11.4. We may disclose any confidential information to any professional advisers that you or we engage, unless you notify us otherwise. 11.5. So long as we do not disclose your confidential information, you agree that we may mention Iwhere appropriatel that you are or have been our client. 11.6. Neither we nor any of our Partners, employees, agents or contractors shall have a dutv to disclose to you any information which comes to our attention in the course of carrying on any other business or as a result of, or in connection with, the provision of services to any other persons. 12. Documents and intellertual property 12. 1. On completion of a matter and payment of 311 outstanding invoices, we shall return to you any documents provided to us for the purposes of providing the Servites. We will deliver the documents to you lor a person nominated by you), or in the case of joint clients, to the joint client who has requested the documents. 12.2. We are entStled to make and retaln coples of any documents or materlals prepared bv us or on our behalf or provided to us in connection with the Services. We will retain files lincludin8 correspondence and documentation) for a period of 7 years from the date of completion of the Services, unless there is a legitimate reason or we are required by any applicable laws or regulations to retain the documents for a longer period. Any files and papers, other than documents we have kept in storage, may be retained solely in electronic format. We reserve the right to destroy files without further notice to you in accordance with the retention policy set out in this clause. If you would like us to retain a particular document for longer, you must notify us in writing. 12.3. All intellectual property rights in or arising out of or in connection with any documents, advice and other works lin any forml that we have created or developed for you in the provision of the Services shall be owned by us. Subject to Payment of our fees in full, we grant to VOU 3 non-exclusive, non-transferable, non-sublicensable licence to use, copy and modi Such documents, advice and other works solely to obtain the benefit of the Service5. 12.4. All intellectual property rights in any documents or materials that are pre-existing or not prepared by us shall be owned by the original owner. 12.5. You shall not use our name. logo or othertrade marks without our prior written consent. io Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 13. Complaints 13.1. Lovewell Blake LLP= If at any time you would like to discuss Wlth us how our services to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting the Partner who is responsible for the Services. We undertake to look into any complaint carefully and promptly, and to do all that we can to explain the p051tion to you. If we have given you a less than satisfactory service. we undertake to do everything within our reasonable control to remedy it. If you feel that a complaint has not been properlv addressed, or if you reasonably believe that the Partner responsible is not appropriate for the initial contact, please contact our Managing Partner, Kevin Bunting lor such other person appointed as Managing Partner from time to timel. using their contact details on our website. If you are still not satisfied, you may take up matters with the ICAEW, Metropolitan House, 321 Avebury Boulevard. Milton Keynes MK9 2FZ. 13.2. Lovewell Blake Financial Planning Limited.. LBFP's complaints procedure is available on request or at.. htt www.lovewell-blake.co.uk Ibf -com liants- rocedure. 14. Data protectlon 14.1. Both partie5 will comply with all applicable requirement5 of the Data Protertion Legislation. Clause 14 of these Terms of Business is in addition to, and do not relieve, remove or replace, a party's obligations under the Data Protection Legislation. For further information on how we use personal data and your privacy rights, please see our Privacy Policy here- https'.//www.lovewell-blake.co.uklprivacy-policy. Clauses 14.2 and 14.3 wlll only apply If you are a non-consumer who has purthased or wlll purchase Servlces that are not Payroll Servlces from us. 14.2. Shared Personal Data. The provisions which follow out the framework for the sharin8 of Personal Data between the parties as Data Controllers. Each party acknowledges that one party Ithe 'Data Dlscloserf'l will regularly disclose to the other party (the 'Data RecSplenV'I Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall.. 14.2.1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes; 14.2.2. give full information to any Data Subject whose Personal Data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, Personal Data relating to them may be retained by or, a5 the case may be, transferred to one or more of the Data Recipients, their 5ucces50r5 and assign5: 14.2.3. process the Shared Personal Data only for the Agreed Purp05es- 14.2.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients,. 14.2.5. ensure that all Permitted Recipients are subject to written contractual obligations torbcerning the Shared Personal Data lincludin8 obligations of confidentialityl which are no less demanding than those imposed by this a8reement- 14.2.6. process no other Personal Data acquired in connection with this agreement other than the Shared Personal Data- li Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 14.2.7. ensure that it has in place appropriate technical and organisational measures to protect against vnauthori5ed or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data: 14.2.8. not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled= 14.2.8.1. the Data Subject has enforceable rights and effective legal remedie5 With regard to the transferred Personal Data,. and 14.2.8.2. the transferring party complies with its obli8ations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred. 14.3. Mutual assistance. Both of us shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, we shall each: 14.3.1. promptly inform the other party about the receipt of any Data Subject acce55 request: 14.3.2. provide the other party, at the other partws cost, with reasonable ass1Stance in complying with any Data Subject access request: 14.3.3. not disclose or release any Shared Personal Data in response to a Data Subject access request without first consulting with and obtaining the consent of the other party,. 14.3.4. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; and 14.3.5. at the written direction of any Data Subject, delete or retum Personal Data and copies thereof to the Data Subject on termination of this agreement unless required by law to store the Personal Data. Clauses 14.4 - 14.7 wlll only apply If you are a nonvconsumer who has purchased, or wlll purchase, Payroll Servlces from us. 14.4. The parties acknowledge that for the purposes of the Data Protection Legislation, when we provide the Payroll Services, you are the Data Controller and we are the Data Processor. 14.5. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purpose of this agreement. 14.6. We shall, in relation to any Personal Data processed by us in connection with the Payroll 5ervice5: 14.6.1. process that Personal Data only on your written instructions unless we are Otherwise required under the laws of any member of the European Union or the laws of the European Union applicable to us to proce55 Personal Data I"Applitable Laws"). where we are relying on any Applicable Laws as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from doing so- 12 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 14.6.2. ensure that we have in place appropriate technical and organisational measures to protect against vnauthori5ed or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental10ss, destruction or damage and the nature of the data to be protected. having regard to the state of technological development and the cost of implementin8 any measures- 14.6.3. ensure that all our personnel who have access to andlor process Personal Data are obliged to keep the Personal Data confidential,. 14.6.4. not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled: 14.6.4.1. the Data Subject has enforceable rights and effective legal remedies with regard to the transferred Personal Data: 14.6.4.2. we comply with our obligations under the Data Protection Legislation bv providing an adequate level of protection to any Personal Data that is transferred,. and 14.6.4.3. we comply with any reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data,. 14.6.5. 3ssi5t you, at your own cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with regard to security, breach notification5, impart assessments and consultations with any Supervisory Authoritv; 14.6.6. notify you without undue delay on becoming aware of a Personal Data breach; 14.6.7. at your written direction, delete or return Personal Data and copies thereof to you on termination of our engagement unless required by any Applicable Laws or there is a le8ltimate reason to store the Personal Data; and 14.6.8. malntain complete and accurate records and informatlon to demonstrate our compliance with this clause 14.6 and allow for audits by you or a designated auditor appointed on your behalf Iprovided that such audit shall not take place more than once per yearl. 14.7. You consent to us appointing any third party las may be decided from time to time in our sole discretion) to process Personal Data in connection with the Payroll Services. As between the parties, we shall remain fully liable for all acts or omissions of any third party processor appointed by us under this clause 14.7. 14.8. For further details on how we collect and use your Personal Data, please see the Privacy Policy on our website at.. htt www.lovewell-blake.co.uk rivac olic 15 USÈ of artificial intèlligence 15.1. To a551St us in providin8 an efficient and valuable Service, the firm may make use of artificial intelligence IAII. This will only be for purposes that align with our organisation81 values and ethical principles. 13 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 15.2. The Al tools available to the firm have been carefully selected to ensure they are both capable of providing etticiencies and that any information is securely stored in line with data protection legislation. Where necessary, data will be anonymised or pseudonymised before being input into any Al tool and no confidential information will be put into the public domain. 15.3. No decisions will be made solely by Al, with individu315 Wlthin the firm maintaining oversight and responsibility at all times. 16. Freedom of Informatlon If you receive a request under the Freedom of Information Act 20QM) or other legislation for the disclosure of our work or other information provided by us to you, you shall notify us immediately of the request. You must ensure to consult with us regarding the request and take proper account of any grounds for challenging disclosure. You shall communicate in a clear, concise manner that we shall not have any duty of care or responsibility to any third parties for the disclosed materials or work. 17. Llmitation of liability 17.1. Nothing in thi5 clause shall exclude or limit liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any liability which cannot be limited or excluded by any applicable laws. 17.2. We will not be liable for any indirect or consequential loss or damage, or any loss of profit, income, anticipated savings, Opportunity, corruption of data, wasted management or staff time, productlon, accruals or dama8e to 8oodwill arising In any clrcumstances whatsoever, where in contract, tort, ne81igence, for breach of statutory duty or otherwise, howsoever caused. 17.3. Our total liability to you for any claim in contrart, tort, negligence, for breach of statutory duty or otherwise, for any loss or damage, costs. other char8es or any contractual or statutory interest, or fines howsoever caused arising out of or in connection with the Services shall be limited to the amount lif any) specified in the Engagement Letter. 17.4. We shall not have any responsibility for any works that fall outside the scope of the services set out in our Engagement Letter. 17.5. You agree that Lovewell Blake LLP or Lovewell Blake Financial Planning Limited las the case may bel will provide the Service5 to you under this agreement. You agree that you shall not bring a claim in contract, tort, negligence. for breach of statutory duty or otherwise against any Partner5, members. officers, consultants, employees or agents of Lovewell Blake LLP or Lovewell Blake Financial Planning Limited las the case may bel. Such Partners, members, officers consultants. employees and agents assume no personal liability for the provision of the Services and shall be entitled to rely of these Terms of Business insofar as they limit or exclude liability. 17.6. We shall have no responsibility or liability for notifying you of, or the consequences of, any event or change in relevant law after the date on which we provided the Services. 14 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 17.7. We shall have no responsibility if you suffer or incur any loss or damage as a result of your failure lor the failure of third parties on your behalfj to= 17.7.1. provide the accurate, adequate or complete infomiation to us in connection with the Service5- or 17.7.2. act on our advice or respond to our communications or the communications of any third party lincludin8 tax authorities). 17.8. Please note that we will not notify you of changes to our bank details by e-mail, and you are not entitled to rely on any such e-mail. If you receive bank details by e-mail, please contact us to check to ensure the bank details are accurate. We will not be liable for any money that is lost as a result of you relying on using incorrett bank details. 17.9. This clause 17 shall survive termination of this agreement. 18. Cancellatlon, termlnatlon and 5Uspenslon 18.1. If you are a consumer and thi5 agreement is concluded away from our premises (for example, by phone. e-mail or via our websitel, you have the right under the Consumer Contracts Ilnformation, Cancellation and Additional Charge51 Regulations 2013 to cancel this agreement within 14 calendar days of signing the Engagement Letter, or otherwise Stating your acceptance of it, without reason. In order to exercise your right, you must inform us by makin8 a clear statement of your decision to cancel. by e-mail to info@lovewell-blake.¢o.uk or 01603 663300 or by post to our re8lStered office. Any notice to cancel must be provided before the cancellatlon period as expired. If you cancel this a8reement, we wlll reimburse to you any monies held on account. If you have requested that we be8in providin8 the Services durin8 the cancellation period, you will be char8ed for any Services provided to you. You will lose the right to cancel if we have completed the Services within the 14 day cancellation period prior to you exercisin8 the ri8ht to cancel. 18.2. Subject to clause 18.1, either party may terminate this agreement by giving notice in writing to the other. 18.3. Either party may terminate this agreement with immediate effect by giving written notice to the other party if: 18.3.1. the other party commits a material breach of any term of thi5 agreement and lif such a breach is remediablel fails to remedy that breach within 30 days of that party being notified in writin8 to do so,. 18.3.2. the other party (not bein8 a consumer) take5 any step or action in connection with its enterin8 administration, provisional liquidation or any composition or arrangement with its creditors lother than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of it5 assets or cea5in8 to carry on bu5ine55 or, if the step or action is taken in another jurisdiction, in connection with any analo8ous procedure in the relevant jurisdiction- 18.3.3. the other party Inot being a consumer) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business- 15 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 18.3.4. the other party (being a consumerl is subject to any bankruptcy petition, application or order, or, if the step is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction: or 18.3.5. continuing to provide the Services would. or is likely to, result in lil a breach of applicable law, regulation or professional requirement, lill our independence being compromised or liiil a conflict of interest which cannot be resolved by way of appropriate Safeguards. 18.4. We may terminate this agreement or suspend the Services with immediate effect bv giving written notice to you if you fail to pay any invoice in accordance with our payment terms, you fail to provide or delay in providing adequate instrurtions, or we reasonablv believe that you have provided incorrect, incomplete or misleading information to us or any third party Isuch as a tax authority). 18.5. If the provision of Services is terminated, you will be liable for any fees, expenses, disbursements or other charges arising or committed up to the date of termination, together with any fees or payments necessary in connection with the transfer of the matter to another adviser. All our rights set out in these Terms of Business shall continue to apply upon termination. 19. Antl-money LaunderSn 19.1. The law requires us to obtain satisfartory evidence of our Clients. As such, we are required to undertake customer due dili8ence procedures for all Clients for whom we act. In most cases, we will match your individual identity details against a number of data sources using an electronic identification system. On occasion, we may also request full ID documents, such as passport, drivin8 licence or other documents confirmin8 your identity and evidence of your current residential address, such as a bank statement or utility bill. With re8ard to corporate clients, customer due diligence procedures require that we carry out a companv search and verify the identity of the directors and beneficial owners of the corporate body. 19.2. In order to comply with our legal obligations, we operate an anti-money laundering procedure. If we know or suspect that you lor any other person involved in the matter) are involved in money laundering or holding the proceeds of crime, we may be required by law to make a report to the National Crime Agency INCA) lor any replacement or supplemental governmental body). In these circumstances. you acknowledge that we may be required to do so without any prior reference to you or your representatives, and we must stop work on the matter until authorised by the NCA to continue. You agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the NCA. Our requirements to make a report to the NCA override our duty of care to you. We do not accept any responsibility or liability for any loss, damage or expense Iwhether direct, indirect, consequential or otherwise) arising from any delay or otherwise as a result of making any reports to the NDA to ensure compliance with our statutory obligations. 16 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 20. General 20.1. Unexpected events. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligatlOll5 under this agreement if such delay or failure result fram events, circumstances or causes beyond its reasonable control. 20.2. Assignment and other dealin8S. 20.2.1. We may at any time assign, mortgage, charge, subcontrart, delegate. declare a trust over or deal in any other manner with any or all of our rights and obligations under this agreement. If you are a Consumer, we will provide you with written notice of our intention to exercise our rights under this clause. and we will ensure that your rights under this agreement will remain unaffected. 20.2.2. You will not assign. transfer, mortgage. charge. subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this agreement. 20.3. Entire agreement. This agreement constitutes the entire agreement between the parties relating to the Services and all matters to which it refers. This agreement replace5 and supersedes any implied terms, previous drafts, agreements or other communications, whether made orally or in writin8. 20.4. Varlatlon. Except as set out in these Terms of Business or the Engagement Letter, no variation of this agreement shall be effective unless it is in writin8 and si8ned by the parties lor thelr authorlsed representatives). 20.5. Walver. A waiver of any ri8ht or remedy under this a8reement or by law is only effective if 8iven in writin8 and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any fijrther exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 20.6. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not Possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. 20.7. Notlces. 20.7.1. Any notice or other communication given to a party under or in connection with this agreement shall be in writin8 and shall be delivered by hand or by pre-paid fir5t-clas5 P05t or other next working day delivery service at its registered office lif a company) or its principal place of business lin any other casel,. or sent by f3x to tts main fax number or sent by email to the address specified in the Engagement Letter. 17 Docusign Envelope ID.. cA6A676&F1CE-8082-8187-7E5840B1￿l 20.7.2. Any notice or other communication shall be deemed to have been received.. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service- or, if sent by fax or email, at 9.00 am on the next Business Day after transmission. 20.7.3. This clause does not apply to the service of any proceedirbgs or other documents in any legal action or. where applicable. any other method of dispute resolution. 20.8. Thlrd party rlghts. Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts IRights of Third Parties) Act 1999 to enforce any term of this agreement. 20.9. Governing law. This agreement, and any dispute or claim lincluding non-contractual disputes or claimsl arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 20.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subjert matter or formation. October 2025 v5 18