The following terms of business apply to all engagements accepted by Executive Financial Solutions. Please note that additional specifications may be expressed in the engagement letter that are required to be signed by our clients. We encourage you to read your specific engagement letter in conjunction with the below terms and conditions.

Definitions and Interpretation

In this Agreement (which expression shall be deemed to include the Schedules hereto):

1. The following expressions have the following meanings:
   • “Commencement Date” means the date to which the client and company agrees to commence work;
   • “Company” means Executive Financial Solutions and its employees and agents;
   • “Services” means the services agreed to be provided to the client;
   • Unless otherwise specified, words importing the singular include the plural, words importing any gender include every gender, and words importing persons include bodies corporate and unincorporated and (in each case) vice versa.
   • Reference to Clauses and other provisions are references to Clauses and other provisions of this Agreement.
   • The headings do not affect the interpretation of this Agreement.

The Services

2. During the term of the Agreement, the Company agrees to:
   • provide the services of such one or more persons as the Company in its absolute discretion shall determine as being reasonably required in order to perform the Services PROVIDED THAT any such person or persons shall perform the Services in a good and workmanlike manner and with the skill and care to be expected of a professional accountant having experience of carrying out the services of a similar type and nature as the Services;
   • act in good faith and not do any act matter or thing that may prejudicially affect the interests of the Client; and
   • comply with the lawful, proper and reasonable directions of the Client; and
   • provide the Client with all correspondence, information and data relating to the provision of the Services as shall reasonably be requested by the Client; and
   • provide such other service or services as may be agreed from time to time by the Parties.
   • The Company shall procure that the person or persons actually providing the Services shall (unless prevented by illness or other cause beyond the reasonable control of the assigned Accountant), be available to perform the Services on such days and times as shall be agreed between the Parties from time to time.

Liability and Indemnity

3. The Company shall not be liable to the Client for any Consequential Loss suffered by the Client (whether caused by the negligence of the Company, its employees, or agents or otherwise) which arises out of or in connection with this Agreement.
4. The Company shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
5. The Company shall have no liability to the Client for any loss, damage costs or expenses or other claims for compensation arising from any document or data or information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late or non-arrival, or any other fault of the Client.
6. The Company agrees to maintain at its own cost a policy of insurance to cover the liability of the Company in respect of any act or default for which it may become liable to indemnify the Client under the terms of this Agreement.
7. The Company does not guarantee any specific financial results as a result of working with us and the client agrees not to hold the company liable for its inability to meet specific financial performances or expectations made by client due to matters outside the control of the Company.

Client identification

8. As with other professional services firms, we are required to identify a certain category of clients (i.e. assurance clients) for the purposes of practice monitoring with the Bahamas Institute of Chartered Accountants (“BICA”). We may request from you, and retain, such information and documentation as we require for this purpose and/or make searches of appropriate databases.

Confidentiality

9. 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 authorized by         you to disclose information on your behalf this undertaking will apply during and after this engagement.

10. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As            stated above we will not disclose any confidential information.

11. Should at any point our services are discontinued with you, there will be no changes to our confidentiality agreement with you.

Conflicts of interest

12. 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.

13. 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. We reserve the right to provide services for other clients whose interests are not the same        as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.

Data protection

14. The Company guarantees to utilize all available resources to ensure your data is protected. Safeguards will be implemented to which all       employees of our company will be required to adhere too.

15. All employees will be trained on data protection to ensure consistency amongst staff regarding the handling and protection of client               data.

16. Although the Company will ensure it does everything in its power to protect our client’s data, there is still a risk of cybersecurity attacks            that may not be prevented by the Company. The client agrees to not hold the Company liable for any data breaches outside the control        f the Company.

Electronic and other communication

17. 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 any attachments.
18. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. Moreover, 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 dispatch. 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 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 is mandatory.
19. Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

Fees and payment terms

20. 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.
21. 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 the case.
22. Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. 
23. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. 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 agreement thereto.
24. Unless we have agreed with you a monthly retainer arrangement, we will bill you upon completion of work, and our invoices are due on receipt. Our fees are exclusive of VAT which will be added where it is chargeable. 
25. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
26. We reserve the right to charge interest of 5% on outstanding balances which are not paid at least 30 days after issuance. We also 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 these rights only where it is fair and reasonable to do so.
27. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 10 days of receipt, failing which you will be deemed to have accepted that payment is due.

Intellectual property rights

28. We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

 Interpretation

29. If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of our contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

Internal disputes within a client

30. 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 registered office/normal place of business for the attention of the directors/proprietors. 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 partnership and take no further action until the board/partnership has agreed the action to be taken.

Third Party Introductions

31. From time to time we may recommend the service of partners we work with such as Data Analysts, Insurers, Bankers, Lawyers. We do not take any responsibility for the services of such recommendations and reiterate you take an independent approach when deciding to take on those services. Any business relationships will be directly between you and the third party. Executive Financial Solutions will have no involvement other than provide information upon the request of you, the Client.
32. We may from time to time receive commissions from such third parties. We will advise you on any commissions that we may receive for such introductions.
33. If during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorized to provide such services if your specific request is outside our scope of work.

Lien

34. 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.

Limitation of third party rights

35. 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 to them.

Period of engagement and termination

36. Unless otherwise agreed in our engagement letter, our work will begin when we receive the signed engagement letter and requires fees have been paid to the Company. Except as stated in that letter we will not be responsible for periods before that date.
37. Each of us may terminate our agreement by giving not less than 15 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
38. In the event of termination of our 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.

Reliance on advice

39. 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.

Ad hoc and advisory services

• Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time if it does not impair Independence for those clients to whom we required to remain independent. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for this work when it is commissioned by you. 
• Where specialist advice is required in certain areas we may need to seek this from or refer you to appropriate specialists

Changes in the law

• We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.
• We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published on or after the date on which the advice is given.