Terms of Business - 21 December 2015


Innovation Capital Team LLP, practising under the style or name of Innovation Capital is a limited liability partnership, registered in England and Wales, registered number OC387895. Its registered office is Sussex Innovation Centre, Science Park Square, Falmer, Brighton, BN1 9SB. A list of the members of Innovation Capital Team LLP is available for inspection at its registeredoffice.

Innovation Capital believes it is helpful for Clients to know the terms on which we acceptinstructions.

The terms indicated below will apply, unless alternative terms are agreed in writing betweenus.

References in this document and in our engagement letter to the “Firm”, “Company”, “Partnership” “we”, “our” and “us” are references to Innovation Capital TeamLLP.

  1. Applicable law
  2. Client identification and anti-money laundering checks
  3. Commissions and other benefits
  4. Complaints
  5. Confidentiality
  6. Conflicts of interest
  7. Data Protection
  8. Disengagement
  9. Document custody
  10. Electronic and other communication
  11. Fees – billing frequency
  12. Fees –estimates
  13. Fees – external fees and other payments
  14. Fees and payment terms
  15. Implementation
  16. Instructions
  17. Intellectual property rights
  18. Internal disputes within a client
  19. Interpretation
  20. Investment advice
  21. Liability and insurance cover
  22. Lien
  23. Period of engagement and termination
  24. Reliance on advice
  25. Retention of papers
  26. Staff
  27. Third party rights
  28. Publicity
  29. Provision of information



1.  Applicable law

Our engagement letter, the schedules of services and our standard terms of business are governed by, and should be construed in accordance with English law. Each party agrees that the Courts of England will have exclusive jurisdiction in relation to any claim, disputeor


difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not havejurisdiction.



2.  Client identification and anti-money laundering checks

As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these  purposes and/or make searches of appropriatedatabases.



3.  Commissions and otherbenefits

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where  the payment is made to or the transactions are arranged by a person or business connected withours.



4. Complaints


We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact us as soon as possible in writing, by email, by phone or in person.

Please direct any such complaintto:

Danny Knapp or Robert Clare, Innovation Capital, 15 Horsted Square, Bellbrook Industrial Estate, Uckfield TN221QG.

danny.knapp@innovationcapitalteam.com robert.clare@innovationcapitalteam.com Phone 01273713425

We agree to look into any complaint carefully and promptly and do everything reasonable to put itright.

If you are still not satisfied you can refer  your complaint to the LegalOmbudsman.

We will provide you with a written copy of our complaints policy before beginning any work withyou.



a.        Confidentiality


Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose  it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised  by  you  to  disclose  information  on  your behalf this undertaking will apply during and after this engagement.

We reserve the right, for the purpose of promotional activity, training or for similar business purpose, to mention that you are a client. Should you prefer that we do not use your name in any promotional material please notify us by phone, email or in writing and we will comply with yourinstruction(s).



 6.  Conflicts of interest                                                           

We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different  clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform youpromptly.

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to  the obligations of confidentiality referred toabove.



 7.  Data Protection                                                                  

We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you/your  directors  and employees/your/their family/ies as applicable. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data aboutyou.


 8. Disengagement


Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities areclear.

If we attempt to contact you repeatedly over a period of three months without success we may issue to your last known address a disengagement letter and thereafter cease toact.



11.   Electronic and other communication


Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties  via  email  or  by  other  electronic  means.  The recipient is responsible for virus checking emails and anyattachments.

With electronic communication there is a risk of non- receipt, delayed receipt, inadvertent misdirection or interception by third parties. Electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must agree to bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let  us know and we will communicate by paper mail, other than where electronic submission ismandatory.

Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.



11.    Fees – billing frequency


Our normal practice is to render fees at not less than monthly intervals or on the earlier completion of the specificwork.

Unless otherwise agreed in our Engagement Letter, a fee may be rendered on account. All such  fees rendered on account will be taken into account when the fee is rendered for completedwork.

It is our normal practice to issue “Requests for Payment” (RFPs) when dealing with continuous or recurring work. The payment terms for RFPs are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment or if we cease to act. Where we agree with you to pay by monthly direct debit or standing order we will periodically adjust the monthly payment by reference to actualbillings.



12.    Fees - estimates


If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that  that will be thecase.

If we are providing you with a service regulated by the Claims Management Regulator in respect of regulated claims management activities full details of the costs of these services, including typical examples  of  success fee commissions payable will be provided to you in advance of any service being provided and any costs beingincurred.



13.    Fees – external fees and other payments


Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees. Where fees for such advice are likely to be substantial, and therefore passed on to you as a specific charge, we will obtain your agreement before incurring this expense on your behalf. You will be responsible for all fees incurred by us on your  behalf.



14.    Fees and paymentterms


Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

Our  fees  are  exclusive  of  VAT  which  will  be   added these rights only where it is fair and reasonable to do so.

If you do not accept that an invoice or RFP is fair and reasonable you must notify us within 30 days of receipt, failing which you will be deemed to have accepted that payment isdue.

In the event of dispute over fees which cannot be resolved between us, we reserve the right to refer the fees in dispute to the Institute of Chartered Accountants in England & Wales Fee Arbitration Scheme, at our discretion.


where it is chargeable. Any disbursements we incur  on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices or requests for payment whereappropriate.

Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreementthereto.

You recognise that we would not enter into a contract with you in circumstances where we have doubt about your ability to pay fees properly due under this or any related contract. In all cases, if a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act foryou.

Unless addressed separately in our engagement letter, if instructions are terminated either by you or by the Firm, you will only be liable for fees to the date of termination of the instructions together with any fees for work necessary to complete work in hand as agreed betweenus.

If we are providing you with a service regulated by the Claims Management Regulator in respect of   regulated claims management activities and you withdraw  from                                                                                                           

the contract with us prior to any offer of settlement we will retain our right to be paid all reasonable and proportionate fees owing for work undertaken to the date of cancellation.

Invoices and RFPs are payable on presentation. We reserve the right to charge interest on late paid invoices at the rate of 5% above NatWest Bank Base Rate under the Late Payment of Commercial Debts (Interest) Act 1998 on any fees outstanding for more than 30 days.

We reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly  delayed. We intend to  exercise


15.    Implementation


We will only assist with implementation of our advice if specifically instructed and agreed inwriting.




We ask that instructions should be given or confirmed in writing. This will normally be achieved by asking you to sign and return an appropriate letter  of  engagement.



17. Intellectual propertyrights


We shall retain all copyright and other intellectual property rights in all things developed by us either before or during the course of the engagement including, without limitation, systems, methodologies, software and know-how. We also retain all copyright and other intellectual property rights in all reports, written advice or other materials prepared or compiled by us, although you will be entitled to copy and distribute such documents to any of your professional advisers who reasonably require the same for the purposes of providing advice and services, other than those for which we were engaged, in relation to the proposed transaction.

Save as permitted by the above paragraph, none of the materials referred to in that paragraph shall be copied or distributed to any other person without our prior written consent or the consent of our relevant professional advisers.



18.    Internal disputes within a client


If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not  provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the directors/proprietors as applicable. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter  back  to  the  board  of  directors  the  LLP   as

applicable and take no further action until the board/LLP as applicable has agreed the action to be taken.



19.    Interpretation


If any provision of this engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never beeninserted.

In the event of any conflict between these terms of business and the engagement letter or schedules, the relevant provision in the engagement letter or schedules will take precedence.



20.    Investment advice


Investment business is regulated under the Financial Services and Markets Act 2000. Innovation Capital is not authorised by the Financial Conduct Authority to give advice on financialservices

Therefore, if during the provision of services to you,  you need advice on investments, we may have to refer you to someone who is authorised by the Financial ConductAuthority.

If the advice you require falls outside the terms of our scope of services, wemay:

  • Refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA),  assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations).

Both FCFP and the PTP will issue you with their own terms and conditions letter, will be remunerated separately for their services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act2000.

The Firm may receive commission from any introduction to a PTP in connection with the above, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.

If we are not entitled to retain such commission we may apply such commissions against any fees outstanding and concerning which you are not in dispute with us.



21. Liability and insurancecover                                         

Our professional indemnity insurer is [currently being processed bi the Institute of Chartered Accountants recommended provider].

We will provide our services with reasonable care and skill.Ourliabilitytoyouislimitedtolosses,damages,


costs and expenses directly caused by our negligence  or wilfuldefault.

We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information or respond promptly to communications from us or the taxauthorities.

We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.

You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

You also hereby acknowledge that we have not made any warranties or guarantees of any nature with respect to the successful or satisfactory conclusion of the proposed transaction or advice or as to the economic, commercial, financial or other results that may be obtained or experienced by you as a result of any eventual transaction or advice.

Where our engagement Letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this LLP, its principals, partners, directors or members, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work.

The maximum total liability applies to any and all  claims made on any basis and therefore includes any claims in respect of breaches of contract, tort  (including negligence) or otherwise in respect of the professional services and shall also include interest;

We confirm that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its principals, directors, members or employees


You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals, directors, members or employees on a personalbasis.

In the event that we find ourselves subject to a claim from another party arising out of this engagement (other than as a result of our own negligence or wilful default) any claim established against us and the costs we necessarily occur in defending it, would form part  of the expenses we would look to recover fromyou.

By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.

Where there is more than one client, the limit of liability specified above will have to be allocated between the client parties. It is agreed that such allocation will be entirely a matter for the client parties, who shall be under no obligation to inform us of it, provided always that if (for whatever reason) no such allocation is agreed, no client party shall dispute the validity, enforce ability or operation of the limit of liability on the ground that no such allocation was agreed.  For the avoidance of doubt the aggregate of all such allocations shall not exceed the limit specified above.



 22. Lien                           

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right  to  exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.



23.    Period of engagement and termination


Unless otherwise agreed in our engagement letter our work will begin when we receive your signed acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

If we are providing you with a service regulated by the Claims Management Regulator in respect of regulated claims management activities, you will have a 14 day cooling  off  period  during  which  you  may  cancel the


without prejudice to any rights that may have accrued to either of us prior to termination.

In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

If we are providing you with a service regulated by the Claims Management Regulator in respect of regulated claims management activities, you may withdraw from the contract at any time. In such circumstances our charges shall be limited to what is reasonable, reflecting the work undertaken by Innovation Capital.



24.    Reliance on advice


We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example  during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.



25.    Retention of papers


Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than six years old. You must tell us if you require the return or retention of any specific documents for a longer period.



26.    Staff


Our staff are assigned to you on the mutual understanding that neither party will offer employment to, nor employ, the staff of the other who have been involved during our assignment, or dealing with you, within twelve months unless written consent has been obtained from either party. If such consent is given either party reserves the right to bill an appropriate fee of up to 24% of the annual salary on appointment plus VAT.


27.  Third party rights


Where   more   than   one   party   signs   our   letter   of engagement then it shall be as if they are all signing the same document even if separate documents are signed.

We expect to continue to act until otherwise advised by you. However, we may bring instructions to an end at any time where you fail to cooperate with us or we have reason to believe that you have provided us with misleading information. In this case we may terminate this   agreement   immediately.   Termination   will    be



Your relationship is solely with Innovation Capital and Innovation Capital has sole liability for the work done for you and for any act or omission in the course of that work. No representative, member, officer, employee, agent or consultant of Innovation Capital Limited will have any personal liability for any loss or claim in respect of that work.  In particular, the  fact that an individual member, representative, employee, officer, agent or consultant signs in his or her own name  any  letter,   email  or  other  document  in    the course of carrying out that work does not mean or imply that he or she is assuming any personalliability.



Innovation Capital


Issuing Office


You agree that you will not bring any claim against any representative, member, officer, agent, employee or consultant of Innovation Capital in respect of or in connection with any services provided to you by such representative, member, officer, agent, employee or consultant. In this regard, and subject to the paragraphs below, each and every representative, member, officer, employee, agent or consultant shall be entitled to the benefit of this paragraph under the Contracts (Rights of Third Parties) Act1999.

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available tothem.

A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.



28.    Publicity


We may, with your consent, consider it appropriate to seek publicity on our involvement with this transaction. We will ensure that you have the opportunity to review any proposed publicity material prior to its release. You will not unreasonably withhold your consent for suchpublicity.



29.    Provision of information


You shall ensure that all such information provided is true, complete and accurate in all material respects and not misleading, whether by omission or otherwise. If at any time you become aware that any information provided to us does not meet these requirements then you will forthwith provide such additional information and explanation as may be relevant to the correction of a false or misleading impression that might otherwise have been obtained.

You will at all times during the engagement keep us fully and promptly informed of all developments and discussions relevant to the engagement or the proposed transaction.

In the event that you fail to comply with the above requirements we reserve the right to terminate our engagement without recourse, and without accepting any liability arising from our withdrawal from the assignment. You agree to indemnify us from any liability arising from this course of action.


Sussex Innovation Centre Science Park Square Falmer

Brighton, BN19SB


Innovation Capital Team LLP registered number OC387895  VAT number 201625750