To The Board of Directors
Dear Sirs,
This letter is to confirm our terms of placing the half day order.
Your Contract placed upon:
Your order is the basis for our contract is placed upon Icebreaker Executive Interim Management The Old Forge, Smithbrook Barns, Horsham Road, Cranleigh, Surrey GU6 8LH, UK Company Number 06560465
Non cancellable
As we book our time in advance and once the time for the visit is agreed this order is non refundable and not possible to cancel. If you have a problem in meeting the agreed date for the review please immediately let us know.
Introduction
We are pleased to accept the appointment as your professional advisers, in respect of the project details of which are set out below. Our appointment will commence upon receipt of this order. Please return a signed copy of this engagement letter. This engagement letter sets out the responsibilities we assume in acting for you. The obligations of all Directors and associated companies bound by the terms of this engagement shall be joint and several.
Scope
The extent of the work which we will perform pursuant to this engagement is as follows:
To provide operational expertise to support their decision making regards identifying and reporting on problem areas, inefficiencies and areas with potential for improvement or further development as part of a broader due diligence exercise to include review of historical performance, analysis of sustainability of your business, competition, business plan, future prospects, operational performance and protocols with particular focus on:
Limitation of Scope
We are a specialist operational practice and accordingly the services do not include general or specific advice on the following areas: –
- tax;
- law;
- accountancy;
- financial advice, to include financial services advice;
- valuation of assets, and;
- insolvency
If advice of this nature is required on behalf of the Company, or the directors, you should seek independent specialist advice from a suitably qualified professional advisor. In light of guidance from our professional body, we will not be providing any advice to the directors personally on their own position or any claims which might be brought against them arising from the Company entering into formal insolvency. Should advice of this nature be required, the directors should seek advice from a suitably qualified professional advisor.
Icebreaker’s Engagement
The following schedule is agreed and proposed as per the order placed on line
Invoice to be paid following completion of the work.
The additional scope of work will typically involve orchestrating a agreement where possible, and detailing any further works as may be required, including involvement from third parties where required, as part of the due diligence negotiation or planning process.
General
The services provided under this Agreement are provided by Icebreaker and other members of the Icebreaker collaborative team. Icebreaker is responsible for ensuring the delivery of all the services under this Agreement and team members have no liability to the Group in contract, tort or otherwise arising under this Agreement or its subject matter.
Icebreaker’s liability to the Group, whether in contract, negligence or otherwise for all claims arising within any calendar year is limited to the lesser of either (a) £50,000 or (b) the total Fees paid to Icebreaker within the said year. The Group must notify any claim to Icebreaker within 12 calendar months of the date on which Icebreaker provided the advice or service upon which the claim is based. Any claims made after such date will be time barred.
The Group has been offered the opportunity to increase the liability limits and claim period during the negotiation of the terms of this engagement in return for an increase in the Fees and has accepted the limits set out in the clause as being an acceptable compromise between cost and risk.
This Letter constitutes the whole agreement and understanding of the parties in relation to its subject matter and supersedes any previous arrangements, understanding or agreement between the parties. Save as expressly provided, and to the extent they may be excluded by contract, this Engagement excludes any warranty, covenants, conditions or undertakings which may be implied by law. The Company acknowledges that it has not been induced to enter into this Engagement by (and so far as permitted by law and waives any remedy in respect of) any warranties, representations, undertakings, promises or assurances not incorporated expressly into this Engagement.
The parties have acknowledged their agreement to the terms of this Engagement by causing their respective authorised signatories to sign in the place set out below with effect from the date set out at the top of page 1.
| On behalf of Icebreaker EIM Limited | On behalf of _________________ | ||
| Tom Pickering | Signed | ||
| Director | Name | ||
| Signed | Capacity | ||