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Terms and Conditions

Scope

These Terms and Conditions between Government Grant & Tax consultants Limited (“GGTC”) and the client specified on the front of these conditions together with the Schedule form the Consultancy Agreement and shall apply to the supply of the interim Consultancy as specified in the Schedule by GGTC and shall prevail over any terms or conditions contained or referred to in correspondence or implied by trade practice, or course of dealing.

Tax Recovery Management

GGTC will require access to the company's financial data to prepare the outline plans, this information will only be used by R&D for the development of the tax recovery plan.

THE CLIENT will facilitate access to their accounting records and where necessary to the accounting personnel. Where R&D requires the support of THE CLIENT's existing auditors or outside accountancy firm THE CLIENT will ensure their support in directing such requirements where necessary.

Any recommendations on audit practice made by GGTC are purely related to the R&D tax process

GGTC will indicate to THE CLIENT a project manager who will be the main point of contact for THE CLIENT and deal with all issues and concerns.

Fees

GGTC will charge fees as per the contract addendum

Where travelling and subsidence expenses are incurred and agreed GGTC will submit these along with the main fee charges.

Payment

GGTC shall submit invoices as specified in the Schedule in respect of the agreed charges. THE CLIENT shall make payment of any invoice submitted by GGTC in accordance with the agreed payment schedule (“the Due Date”)., but at least a minimum of 30 days from date of invoice.

If any such sum due from THE CLIENT under the Consultancy Agreement shall not be paid by THE CLIENT by the Due Date, GGTC reserves the right to claim statutory interest on any invoice that becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

No counterclaim or set off may be deducted by THE CLIENT from any payment due to GGTC without the prior written consent of GGTC.

Force Majeure

Neither GGTC nor THE CLIENT shall be liable for any delay in meeting or failure to meet its obligations under the Consultancy Agreement due to any cause outside its reasonable control including (but without limitation) Acts of God, war, riot, malicious acts of damage, fire, acts of any government or the unavailability of materials.

Information

GGTC and THE CLIENT undertake to provide each other promptly with all information concerning their operation and activities that may reasonably be required for the performance of their obligations under the Consultancy Agreement.

All information detail must be supplied by the client as requested. GGTC are only liable for the schedule reproduction - all claims made on behalf of the client are subject to their information supply and GGTC cannot be held liable for its initial accuracy

Liability for Loss or Damage

GGTC's liability arising from the provision of the Consultancy shall be limited to direct loss. GGTC shall not be liable to THE CLIENT for loss of profits, goodwill or any type of special, indirect, incidental or consequential loss.

GGTC's aggregate liability arising from the provision of the Consultancy shall not in any circumstances exceed the charges paid by THE CLIENT under this Consultancy Agreement in respect of the Consultancy.

Both parties undertake to indemnify the other against all actions, claims, demands and expenses arising out of any action for infringement or alleged infringement of any patent, trade mark, registered design copyright or any other claim resulting solely from compliance with THE CLIENT's requirements whether express or implied.

Confidentiality

THE CLIENT and GGTC agree to treat as secret and confidential any unpublished information relating to the other party's technology or other know-how, business plans or finances or any such information relating to a subsidiary, supplier, customer or client of the other party where such information was received during the currency of the Consultancy Agreement and they agree not to disclose the same to any other party.

GGTC or THE CLIENT may seek permission from the other party to publicise the provision of the Consultancy and the other party shall not unreasonably withhold or delay consent.

Upon termination of this Consultancy Agreement for whatever reason, GGTC shall deliver up to THE CLIENT all documents, software or other material prepared by GGTC for the purposes of the Consultancy within 14 days of the payment by THE CLIENT of GGTC's outstanding invoices.

Termination and Cancellation

Either GGTC or THE CLIENT may by written notice to the other party require the other party to remedy any substantial breach of any of the other party's obligations under the Consultancy Agreement and if such breaches are not remedied within 4 weeks of receiving the written notice of this breach then the Consultancy Agreement shall immediately terminate.

In the case of termination by a client continuing to seek R&D tax credits prior to the end of the 7 year period - GGTC will expect compensation equivalent to two further year claims fees

Notices

Any form of notice, consent or communication required to be given or served under the Consultancy Agreement shall be given or served by sending it by first class mail to:

In the case of GGTC: to 99 High Road, Broxbourne, Hertfordshire

In the case of THE CLIENT: to their registered address

Every notice shall be deemed to have been received within two working days after the date of posting.

Entire Agreement

This Consultancy Agreement, together with the separate Mutual Confidentiality Agreement, sets out the entire agreement between GGTC and THE CLIENT and supersedes all prior agreements and understandings relating to this subject matter.

Proper Law

English law shall govern the construction, validity and performance of this Agreement anof GGTC and THE CLIENT submit to the exclusive jurisdiction of the English Courts.