Terms of Business

1.    Introduction

These terms set out the basis on which H&P Advisory Limited (“H&P”) provides services to its clients (the “Terms”). Unless otherwise specified, these Terms are incorporated by reference into each engagement letter that H&P executes with each of its clients (each an “Engagement Letter”). Where there is any conflict between the express terms of an Engagement Letter and the Terms, the terms of the Engagement Letter shall prevail. Capitalised terms used in these Terms and not otherwise defined shall have the same meaning as set forth in the respective Engagement Letter. For the purposes of these Terms, a ‘client’ shall refer to the ‘Company’, as defined in the respective Engagement Letter

2.    Access and Information

(a)   The client shall furnish H&P with all current and historical materials and information regarding the business and financial condition of the client (or any of its relevant affiliates) relevant to the Transaction, and all other information and data, and access to the client’s officers, directors, employees and professional advisors, which H&P reasonably requests in connection with H&P’s activities hereunder. All such materials, information and data shall be complete and accurate in all material respects and not misleading.

(b)   The client agrees to promptly advise H&P of all developments materially affecting the client, any proposed Transaction or the completeness or accuracy of the information previously furnished to H&P, and agrees that no material initiatives relating to the proposed Transaction will be taken without H&P having been consulted in advance thereof.

(c)   The client further acknowledges that H&P (i) will be relying on information and data provided to H&P (including, without limitation, information provided by or on behalf of the client or other parties to a Transaction) and available from generally recognized public sources, without having independently verified the accuracy or completeness thereof, (ii) does not assume responsibility for the accuracy or completeness of any such information and data, (iii) has not made, and will not make, any physical inspection or appraisal of the properties, assets or liabilities (contingent or otherwise) of the client or any other party to a Transaction and (iv) in relying on any financial forecasts that may be furnished to or discussed with H&P, will assume that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management as to the future financial performance of the client (and if such forecasts no longer reflect such estimates and judgments, then the client will promptly inform, and provide updated forecasts to, H&P).

(d)   The client confirms that it has the right to supply such information and that the supply of such information by the client and its receipt and use by H&P for the purposes of the Appointment is permitted.

(e)   The client agrees to comply at all times with all rules, regulations and laws in any applicable jurisdiction that may apply from time to time.

3.    Scope of services

(a)   H&P will not be responsible for any due diligence in connection with the Appointment, whether in terms of nature, extent, adequacy or performance unless such scope of work is expressly stated in Schedule 1 to the Engagement Letter. Regardless of the foregoing, H&P will not have any responsibility for due diligence which would normally be carried out by a specialist adviser (such as, for example, a legal, accountancy, valuation or tax adviser), notwithstanding any information or advice from these advisers which may be provided to H&P.

(b)   H&P will not be responsible for providing advice in connection with any matters that are outside of the agreed scope of services. To the extent that the client has not done so already, the client may wish to consider appointing other specialist advisers relevant to the transaction which may include legal, regulatory, accounting or taxation advisors. H&P will not have any liability in respect of any services or advice provided to the client by persons other than H&P and it is the client’s responsibility to ensure that the advice from its other advisers in relation to the transaction is received and considered by the client and is adequate for the purposes of the transaction.

(c)   The client agrees that any advice, including any valuations and other written reports or material H&P produces, is provided solely for the client’s use and benefit for the purpose of the Appointment and that it may not be used or relied on for any other purpose or disclosed to any other person (excluding the client’s professional advisers, who may place no reliance on such advice) without H&P’s prior written approval.

(d)   H&P is not responsible for verifying any information provided or put forward in offer documents or other communications. H&P reserves the right (but is under no duty whatsoever) at its absolute discretion and for its own purposes to take whatever steps we may consider reasonably appropriate to satisfy itself as to the accuracy and completeness of any public documents issued in connection with a transaction and the client agrees to reasonably co-operate with H&P in taking such steps.

4.    Expenses and fees

(a)   All costs, fees and expenses payable to H&P shall be paid by the client on presentation of an invoice by H&P. In the event that full payment of any invoice is not duly received, H&P reserves the right to take whatever action it thinks fit to effect payment, to include commencing proceedings without further notice. Interest at the rate of 8 per cent above the base rate from time to time of Barclays Bank plc shall be payable on amounts outstanding after 14 days. If and to the extent that the client is a private company with no external credit rating, H&P may hold the directors personally liable for any fees and / or expenses that the client fails to pay in accordance with the Engagement Letter.

(b)   In addition to any fees that may be paid to H&P under the Engagement Letter, whether or not any Transaction occurs, the client will reimburse H&P, promptly upon receipt of an invoice therefor for all reasonable and reasonably documented out-of-pocket expenses (including reasonable and reasonably documented fees and expenses of its counsel, and the reasonable and reasonably documented fees and expenses of any other independent experts retained by H&P; the retention of counsel and experts and all such fees of counsel and experts to be subject to the prior written approval of the client; provided that it is expressly understood and agreed that in the event the client does not provide approval for any such expenses that H&P in its reasonable discretion, deems appropriate for the Transaction, H&P and any counsel and experts shall immediately stop all work until such time as such expenses are approved (and the client expressly agrees that any such work stoppage shall not constitute gross negligence or wilful misconduct)) incurred by H&P in connection with the Engagement Letter. If and to the extent that H&P anticipates engaging external counsel or any other expert, then H&P shall inform the client and may require the client to enter into an agreement with such third party in order to secure direct payments of all and any such fees (and disbursements) by the client to such third party adviser to H&P.

(c)   The client agrees to pay a 5% administration charge on all overseas travel expenses (including accommodation). In addition, the client agrees to pay a 3% administration charge to be charged by H&P on all invoices to cover out of pocket sundry expenses (including but not limited to document production, photocopying, telephone and local taxis).

5.    Announcements

(a)   No information or advice provided (other than any information or advice relating to the tax treatment and tax structure of any transaction) or materials prepared by H&P may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without H&P’s prior written consent (such consent not to be unreasonably withheld or delayed). The client shall not disseminate any materials bearing H&P’s name or logo outside of the client without H&P’s knowledge and consent (acting reasonably). In addition, the client agrees that any reference to H&P in any release, communication or other material is subject to H&P’s prior written approval, which may be given or withheld in its reasonable discretion, for each such reference.

(b)   The client acknowledges that H&P may, at its option and expense, place an announcement or advertisement in such newspapers and periodicals as H&P may choose following the completion of the applicable Transaction stating that it is has advised on the Transaction on behalf of the client.

6.    Confidentiality

(a)   H&P shall, for a period of two years from the termination or expiry of the Engagement Letter, keep confidential within H&P and its Related Companies in the manner set out in this clause 6 any information relating to the client and its business affairs that the client may have disclosed to H&P in circumstances giving rise to a reasonable inference that it is of a confidential nature (“Confidential Information”).

(b)   Notwithstanding the above, Confidential Information shall not include any information that:

(i)   at the time of disclosure to H&P is already in the public domain;

(ii)   at any time after such disclosure falls into the public domain (otherwise than as a result of a breach by H&P of its obligations under this clause 5);

(iii)   was lawfully in the possession of H&P prior to such disclosure; or

(iv)   was or is received by H&P from any third party who at the time, so far as is known to H&P, was or is not bound by any restrictions on disclosure by such party.

(c)   H&P shall not disclose Confidential Information to any third party save:

(i)   to any adviser instructed by the client or by H&P in connection with the Transaction;

(ii)   with the permission of the client in respect of the Transaction (for example, materials prepared for intended counterparties);

(iii)   where required by law or by any court or tribunal of competent jurisdiction or where required by the rules of or in accordance with the request of any regulatory authority the jurisdiction of which H&P is subject;

(iv)   in connection with legal proceedings to which H&P is party; or

(v)   the fact of H&P's role in the Transaction but only if the existence of the Transaction is in the public domain.

(d)   H&P will not have any duty to disclose to the client any information which comes to its notice in the course of carrying on any other business or as a result of or in connection with the provision of services to other persons. The client accepts that, in certain circumstances, H&P may be prohibited from disclosing, or it may be inappropriate for H&P to disclose, information to the client even if it relates to the client or the Transaction.

7.    Anti-money laundering and bribery

(a)   H&P, along with all other professional firms, is required to verify the identity of all clients and, in certain circumstances, other persons such as directors or beneficial owners and to keep that information updated. H&P may need the client to provide H&P with documents to establish and verify their identity. If H&P is not given satisfactory evidence promptly, or if there is non-compliance with H&P's identification procedures, then there will be a delay in H&P being able to start work pursuant to the Engagement Letter (without any liability).

(b)   Where H&P instructs external advisers, or others on the client’s behalf, H&P may provide copies of this information to them for their anti-money laundering procedures.

(c)   H&P has a zero tolerance approach to bribery and corruption. By agreeing to H&P's terms of business, the client is agreeing to abide by H&P's zero tolerance approach to bribery and corruption and to report any such activity which comes to the client’s attention during the course of its instructing H&P.

8.    Conflicts of interest

H&P is involved in the provision of corporate finance advisory services. In connection with its ordinary activities, H&P and/or persons employed by, managing or associated with H&P (together the "H&P Connected Parties") may have a financial interest in transactions involving or relating to the client or its affiliates, or other material interest, relationship or arrangement which may involve a potential conflict with H&P's duty to the client. H&P will take reasonable steps to identify and manage any such conflict to ensure fair treatment of the client, and act at all times in accordance with the FCA Rules.

9.     Data Privacy

The Company acknowledges that: in the course of providing their services to the Company and otherwise in connection with the Agreement, H&P and its affiliates may receive, use, store and otherwise process information about the Company's employees, individual agents and representatives and other individuals ("Data Subjects"), including without limitation, names, contact details, bank account details and tax identification numbers, which may constitute "personal data" under the EU General Data Protection Regulation 2016 (the "GDPR"); and for the purposes of applicable data protection and data privacy laws, including the GDPR (and any related laws or regulations), H&P and its affiliates are "controllers" in relation to this personal data, which has consequences for how they may use, store or otherwise process the personal data.

H&P and its affiliates may process this personal data for the following purposes:

(a)   administering H&P relationship with the Company, providing its services to the Company and otherwise performing the Agreement;

(b)   marketing products and services to the Company;

(c)   carrying out statistical analysis and business reporting;

(d)   complying with the requirements of applicable laws and regulations;

(e)   preventing fraud and money laundering;

(f)   enforcing H&P’s rights under the Agreement and these Terms (including, debt recovery); and

(g)   responding to government, regulatory or law enforcement enquiries, (together, the "Permitted Purposes").

H&P and its affiliates rely on the following legal bases for processing of this personal data:

(a)   the processing is necessary for compliance with their legal obligations; and/or

(b)   the processing is necessary for their legitimate interests in pursuing the Permitted Purposes.

H&P and its affiliates may, for any Permitted Purpose, disclose personal data (i) to any affiliate of H&P, (ii) to any service provider or other person acting on their behalf, (iii) to any person to whom H&P is permitted to delegate any of its functions under the Agreement or these Terms, and (iv) to any regulators and law enforcement and governmental agencies, where they are required to do by applicable laws or regulations or there is a public duty or legitimate interest for them to make such disclosure, in each case anywhere in the world.

The disclosures referred to above may include transfers of personal data outside the European Union, including to countries which may not have the benefit of equivalent data protection legislation (and have not been determined by the European Commission to provide adequate protection for personal data). H&P and its affiliates will only transfer personal data to such countries lawfully, and in particular they will only transfer personal data to affiliates and service providers in these countries subject to appropriate safeguards, copies of which may be requested by e-mailing Syfur Rahman at compliance@hannam.partners.

Any Data Subject in respect of whom H&P or any of its affiliates holds personal data can:

(a)   request a copy of their personal data, usually free of charge, by writing to the Data Protection Officer at H&P ' registered office or requesting by e-mail at compliance@hannam.partners. In some circumstances the Data Subject can require H&P or its affiliate to provide this information in a machine-readable format or transfer this data directly to another controller.

(b)   raise complaints in relation to the processing of their personal data with the Information Commissioner's Office (ico.org.uk);

(c)   object to the processing of their personal data on the legal basis of legitimate interests (as described above);

(d)   request the erasure of their personal data in the following circumstances

(i)     the personal data is no longer required for the Permitted Purposes for which they were collected or processed;

(ii)    the personal data should be erased to comply with H&P’s or its affiliate's legislative obligations to do so;

(iii)   the personal data has been otherwise unlawfully processed; or

(iv)  the Data Subject has objected to the processing of their personal data in accordance with these Terms and H&P or its affiliate is unable to demonstrate that it has compelling legitimate grounds to continue such processing;

(v)   request that they rectify inaccuracies in the personal data; or

(vi)   request that they restrict any processing of their personal data only to holding of the data while any disputes with H&P or its affiliate about the data accuracy or legitimacy of processing have been resolved, or for assistance with establishing, exercising or defending legal claims (where H&P or its affiliate would otherwise no longer need to retain such data for the Permitted Purposes described above).

H&P and its affiliates will not keep the Company's personal data for longer than is necessary for the Permitted Purposes.

Before providing any personal data to H&P or any of its affiliates in connection with the Agreement or these Terms, the Company will inform the Data Subjects of the disclosure, the categories of data to be disclosed and the information set out in above. The Company will only provide H&P and its affiliates with personal data in accordance with all applicable data protection and data privacy laws.

The provisions of this paragraph shall continue to bind the parties after termination of the Agreement.

10.    Force majeure

In the event of any failure, interruption or delay in the performance of H&P's obligations under the Engagement Letter resulting from acts, events or circumstances not reasonably in H&P's control (including but not limited to interruption, suspension or failure of any communications system, computer system or other facility of H&P or other persons), H&P shall not be liable or have any responsibility of any kind for any loss or damage incurred or suffered by the client as a result thereof.

11.    Payments and FCA client money rules

(a)   All sums quoted are exclusive of any VAT (or any equivalent turnover tax in any other jurisdiction) and the client shall pay to H&P any additional VAT (or any equivalent turnover tax in any other jurisdiction) chargeable in respect of payments made to H&P or otherwise chargeable in respect of the fees or expenses under the Engagement Letter.

(b)   The client acknowledges that H&P is not authorised by the FCA to hold client monies and agrees that monies of the client held or received by H&P will not be subject to the protections conferred by the FCA’s client money rules. As a consequence, these monies will not be segregated from the monies of H&P; may be used by H&P in the course of its business, and the client will rank only as a general creditor of H&P.

12.    Regulatory

(a)   H&P is required by the Financial Conduct Authority (“FCA”) to classify the client into one of three categories. If the client has been classified as a "professional client" it is entitled to request a different classification as a "retail client" in order to benefit from a higher degree of regulatory protection.

(b)   The address of the FCA is 25 The North Colonnade, Canary Wharf, London E14 5HS, or at fca.org.uk. H&P Advisory Limited is authorised and regulated by the Financial Conduct Authority (Firm Reference Number 805667). You can check the FCA register at www.fca.gov.uk/fcaregister or by contacting the FCA on 0845 606 1234.

(c)   H&P provides its services subject to the rules and regulations for the time being in force of the FCA (“FCA Rules”). H&P may take all such steps as may be necessary or desirable to comply with the FCA Rules and the client shall to the extent reasonable assist H&P in complying with all legal and regulatory requirements relating to its Appointment.

(d)   Any complaints about the conduct or performance of H&P's personnel or their advisers should initially be addressed in writing to the Compliance Officer, H&P Advisory Limited, 7-10 Chandos Street, London, W1G 9DQ, or by email to compliance@hannam.partners. All communications between us will be in the English language. A statement of our complaints procedure is available on request. You may subsequently have the right to complain directly to the Financial Ombudsman Service (financial-ombudsman.org.uk).

(e)   H&P is covered by the Financial Services Compensation Scheme. Eligible claimants (as defined in FCA Rules) may be entitled to compensation from the scheme if H&P cannot meet its obligations, however this depends on the type of business and the circumstances of the claim. Most types of investment business are covered for the first £50,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme (“FSCS”). Further information on the FSCS is available at fscs.org.uk or by calling 0800 678 1100.

13.    Process Agent

If the client is located outside of England, within 14 days of execution of the Engagement Letter it shall give notice to H&P of the person or entity that it appoints as its agent to accept service of process in England in any legal action or proceedings arising in connection with the Engagement Letter, service upon whom shall be deemed completed whether or not forwarded to or received by the client. If such process agent ceases to be able to act as such or to have an address in England, the client irrevocably agrees to appoint a new process agent in England acceptable to H&P and to deliver to H&P within 14 days a copy of a written acceptance of appointment of the process agent. Nothing in this clause 13 shall affect the right to serve process in any other manner permitted by law.