The following terms of business apply to all engagements accepted by Kevin Barry & Co. All work is carried out
under these terms except where changes are expressly agreed in writing.

1. Applicable law
1.1. This engagement letter and the attached schedules are governed by, and shall be construed in
accordance with Irish law. The courts of the Republic of Ireland will have exclusive jurisdiction
in relation to any claim, dispute or 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 have jurisdiction.

2. Client identification and anti-money laundering and terrorist financing reporting

2.1. As with other professional services firms, we are required to identify our clients for the
purposes of the Republic of Ireland 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 appropriate databases. If we are not able to obtain satisfactory evidence of
your identity, we may not be able to proceed with the engagement.

2.2. Auditors, external accountants and tax advisers are designated persons under the Criminal
Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018 (as may be amended
from time to time) and, as such, partners and staff in accounting and audit firms must comply
with this legislation which includes provisions that may require us to make a money
laundering disclosure in relation to information we obtain as part of our normal audit,
accounting or taxation work. We are prevented from informing you when such a disclosure is
made or the reasons for it because of the restrictions imposed by the “tipping off” provisions
of the legislation.

3. Other reporting obligations under criminal law

3.1. We have a duty under Section 59 of the Criminal Justice (Theft and Fraud Offences) Act 2001
to report to the Garda Síochána in circumstances where information or documents indicate
that certain offences under that Act may have been committed by a client, its management or
3.2. Under the Criminal Justice Act 2011, we also have a duty to report certain offences, set out in
the schedules to that Act, to An Garda Síochána.
3.3. We must communicate material relevant offences, as defined in section 1079 of the Taxes
Consolidation Act 1997, to the directors of the company in writing, requesting them to rectify
the matter or notify an appropriate officer of the Revenue Commissioners of the offence
within six months. In the event that our request is not complied with we must cease to act as
auditor to the company or to assist the company in any taxation matter. We must also send a
copy of our notice of resignation to an appropriate officer of the Revenue Commissioners
within 14 days.


4. Client monies

4.1. We do not hold monies on behalf of clients.

5. Commissions or other benefits

5.1. 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. If this happens, we
shall notify you of the existence and amount of the commission as soon as possible after these
become known to us. You hereby give consent to our retaining this commission [and this will
be taken into account in computing our fees]. We will notify you in writing of the amount and
terms of payment and receipt of any such commissions or benefits.

6. Confidentiality
6.1. Where you give us confidential information we confirm that we shall at all times keep it
confidential, except where we are required to disclose that information by law, by our
insurers, or by ethical or other professional regulations relevant to our engagement.
6.2. Our files may be reviewed by external quality controllers. These quality controllers are
subject to similar rules of confidentiality as this firm.]

7. Conflicts of interest
7.1. We are not aware of any conflict of interest which would prevent us from accepting this
assignment. However, if we become aware of any conflict of interest in our relationship with
you or in our relationship with you and another client, we will inform you, unless we are
unable to do so because of our confidentiality obligations. If a conflict arises, we have
safeguards that can be implemented to protect the interests of different clients. If conflicts
are identified which cannot be managed in a way that protects your interests, we will decline
the engagement to provide such services.

7.2. If there is a conflict of interest that is capable of being addressed successfully by the adoption
of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving
the conflict, we shall follow the Institute’s Code of Ethics, which can be viewed at, and the Ethical Standard for Auditors (Ireland). During and after our
engagement, you agree that we reserve the right to act for other clients whose interests are
or may compete with or be adverse to those of the company, subject to our obligations of
confidentiality and the safeguards set out in the above paragraph on confidentiality.

8. Data Protection

8.1. In these Data Protection Clauses the following terms have the following meanings:
• “GDPR” means the EU General Data Protection Regulation;
• “Client Data” means all Personal Data which is Processed by Kevin Barry & connection with the
engagement as set out in the Engagement Letter;
• All other capitalised terms have the meaning given to those terms in the GDPR.

8.2. You and Kevin Barry & Co.shall each ensure that they comply at all times with their obligations as
Controllers under the GDPR and other applicable data protection law.

8.3. Kevin Barry & Co.shall:

(a) implement all appropriate technical and organisational security measures which ensure
against unauthorised access to, unauthorised or unlawful alteration, disclosure,
destruction or other unauthorised or unlawful processing of, accidental loss or
destruction of, or damage to Client Data;

(b) taking into account the nature of the Processing, assist You by appropriate technical
and organisational measures, insofar as this is possible, for the fulfilment of your
obligation to respond to requests for exercising a Data Subject’s rights laid down in
Chapter III of the GDPR;

(c) assist You in ensuring Your compliance with its obligations pursuant to Articles
32 through 36 of the GDPR, taking into account the nature of Processing and the
information available to Kevin Barry & Co.

8.4. You shall:
(a) implement all appropriate technical and organisational security measures which ensure
against unauthorised access to, unauthorised or unlawful alteration, disclosure,
destruction or other unauthorised or unlawful processing of, accidental loss or
destruction of, or damage to Client Data;

(b) assist Kevin Barry & ensuring [FIRM’S] compliance with its obligations pursuant to Articles 32
to 36 of the GDPR, taking into account the nature of Processing and the information
available to You;

(c) with regard to Client Data, be solely responsible for providing all Data Subjects with the
information required by Articles 13 and 14 of the GDPR, on behalf of Kevin Barry & Co.and You,
as required for Kevin Barry & Process the Client Data in accordance with the GDPR. [To this
end, Kevin Barry & Co.will provide a Privacy Statement on its website to which You can refer
Data Subjects;

(d) with regard to Client Data, be solely responsible for responding to requests for exercising
a Data Subject’s rights laid down in Chapter III of the GDPR.

(e) You shall indemnify
[FIRM], without limit or exclusion, against any damages
incurred by the Firm arising from or in connection with:
(i) any breach by You of its obligations under these Data Protection Clauses;
(ii) any act or omission of You or its officer, employee, contractor or agent
which causes the Kevin Barry & breach any of its obligations under the GDPR or other
applicable data protection law.]
9. Electronic and other communication
9.1. Unless you instruct us otherwise, we may, if appropriate, communicate with you and with
third parties by email or other electronic means. It is the responsibility of the recipient to
carry out virus checks on any emails and any attachments received.
9.2. We cannot guarantee the security of emails or when they will arrive. We are not responsible
for any loss or damage caused by emails arriving late, or loss or damage caused by email
security being compromised.
10. Fees and payment terms
10.1. Our fees may depend, not only upon the time spent on your affairs and the level of skill and
responsibility involved, but also on the level of risk identified and on the importance and value
of the advice we provide.

10.2. We may provide you with an estimate of our fees for the provision of specific services.
Where we do so, such estimate will not be contractually binding unless it is explicitly agreed
between us. Otherwise, our fees will be calculated on the basis of the hours worked by each
member of staff engaged on your affairs, multiplied by their charge-out rate per hour, plus

10.3. [If requested, we may indicate a fixed fee for the provision of specific services or an indicative
range of fees for a particular assignment. We will not normally estimate fixed fees for more
than a year in advance, as these may need to be reviewed in the light of events. If it becomes
apparent to us that, due to unforeseen circumstances, a fee quote is no longer adequate or
appropriate, we will notify you of a revised figure or range and seek your agreement thereto.]
10.4. [We will usually bill in respect of the audit when we sign the auditor’s report and the accounts
are made available for filing.] [We may request that you make arrangements to pay a
proportion of the fee on account during the period of the audit.]

This indemnity is a suggested contractual protection for the firm, which may be varied by agreement between the parties.

10.5. Where appropriate: We will be entitled to submit invoices for [other] services provided and
disbursements incurred on an interim basis as the work progresses. Unless a billing schedule is
separately agreed, or some other agreement is reached, invoices will normally be rendered

10.6. Where appropriate: You have agreed to discharge our fee by monthly direct debit. We will
periodically adjust the monthly payment by reference to actual billings.]
10.7. Our fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements
we incur on your behalf, and out of pocket expenses incurred during the course of carrying
out our work, will be added to our fees where appropriate.

10.8. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party,
counsel, external special tax consultant or other third party professional fees. If these costs
are incurred to fulfil our engagement, such necessary additional charges may be payable by

10.9. We reserve the right to charge interest on late paid invoices at the rate of Euribor plus [x]%.
10.10. Unless otherwise agreed in writing, all fees [due must be paid within [14] days of the date of
the invoice / are due to be paid upon receipt of the invoice] without any right of set-off.
10.11. If the company is unable or unwilling to settle our fees, we reserve the right to seek payment
from any individual or group company which is a party to the engagement, and we shall be
entitled to enforce any sums due against such group company or individual.
10.12. You will be responsible for any fees which we incur arising from our reporting obligations
under the Companies Act 2014; Criminal Justice (Theft and Fraud Offences) Act 2001; Criminal
Justice Act 2011; Criminal Justice Act 2013 or the Taxes Consolidation Act 1997.

11. Quality of service

11.1. We aim to provide you with a full and satisfactory service and [insert name and contact
details of Managing Partner] will seek to ensure that this is so. [If, however, you are unable
to deal with any difficulty directly with them, please contact another Partner of your choice.]
We undertake to look into any complaint carefully and promptly and to do all we can to
explain the position to you. If we do not answer your complaint to your satisfaction you may
of course take up the matter with the Institute, by whom we are regulated for audit purposes.
12. Intellectual property rights and use of our name
12.1. We retain all intellectual property rights in any document or other materials prepared by us
during the course of carrying out the engagement.
12.2. You are not permitted to use our advices, our name or trademarks in any statement or
document you may issue unless our prior written consent has been obtained, except where
such statements or documents are required to be made public in accordance with applicable

13. Severability
13.1. If any provision (or part of a provision) of this engagement letter is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other
provisions shall remain in force. If any invalid, unenforceable or illegal provision would be
valid, enforceable or legal if some part of it were deleted, the provision shall apply with
whatever modification is necessary to give effect to the commercial intention of the parties.

14. Internal disputes within the company
14.1. If we become aware of a dispute between the directors, shareholders or other parties
connected with the ownership and management of the company, the directors acknowledge
that our client is the company and we will 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 for the attention of the
directors. If conflicting advice, information or instructions are received from different
directors in the business, we will refer the matter back to the board of directors and take no
further action until the board has agreed the action to be taken.

15. Limitation of liability
15.1. Our auditor’s report, and other advice and information we provide to you as part of our
service are for your sole use, and not for any third party to whom you may communicate
them, 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 our auditor’s report or any
other advice, information or material produced as part of our work for you which you make
available to them.

15.2. We shall not accept responsibility if you act on advice previously given by us without first
confirming with us that the advice is still valid in light of any change in the law or in your
circumstances. We shall accept no liability for losses arising from changes in the law, or the
interpretation thereof, that occur after the date on which the advice is given.

15.3. Where we provide non-audit services to you, our aggregate liability in respect of such services
shall in all cases (whether in contract, tort or otherwise) be limited to an amount
equal to five times the fees paid by you for such services prior to the relevant claim arising.

15.4. With regard to non-audit services, to the extent permitted by law we shall not be liable for
any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure
economic loss, or for any special, indirect or consequential loss, costs, damages, charges or
expenses however arising.

16. Termination of engagement
16.1. We reserve the right to withdraw from the engagement and/or resign from the office of
statutory auditors to the company at any time with immediate effect on written notice to the
company in accordance with section 400 of the Companies Act 2014.
16.2. In the event of termination of our engagement, 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, regulatory or ethical reasons to cease work immediately. In that event, we will not be
required to carry out further work and shall not be responsible or liable for any consequences
arising from termination.

17. Professional rules and statutory obligations
17.1. We will observe and act in accordance with the Bye-laws and Regulations and Code of Ethics
of the Institute and will accept instructions to act for you on this basis. [In particular you give
us the authority to correct errors made by Revenue if we become aware of them.] We will
not be liable for any loss, damage or cost arising from our compliance with statutory or
regulatory obligations. You can see copies of these requirements in our offices. The
requirements are also available online at

17.2. We confirm that Kevin Barry & a statutory audit firm eligible to conduct audits under the
Companies Act 2014. When conducting audit work, we are required to comply with the
Ethical Standard for Auditors (Ireland) and the International Standards on Auditing (Ireland)
issued by IAASA, which can be accessed online at
(1). We are also required to comply with the Audit Regulations and Guidance which can be
accessed at]

18. Reliance on advice
18.1. 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

19. Retention of papers
19.1. During the course of our work, we may collect information from you and others relevant to
the company’s affairs. We will return any original documents to you following the audit and
submission of appropriate returns. You have a legal responsibility to retain documents and
records relevant to the company’s financial affairs. Documents and records relevant to your
tax affairs are required by law to be retained for six years from the end of the accounting

19.2. Whilst certain documents may legally belong to you, we intend to destroy correspondence
and other papers that we store which are more than [seven] years old, other than documents
we believe may be of continuing significance. If you require retention of any document for a
longer period, you must notify us of the fact in writing.

19.3. All audit files and audit working papers are the property of the firm.

20. Timing of our services
20.1. If you provide us with all information and explanations on a timely basis in accordance with
our requirements, we will plan to undertake the work within a reasonable period of time to
meet any regulatory deadlines as advised to us. Failure to complete our services before any
such regulatory deadline does not, of itself, mean that we are liable for any penalty or
additional costs arising