Crown Payroll Services Ltd is a member of and supervised for anti-money laundering purposes by the Institute of Accountants and Bookkeepers (IAB), a recognised supervisory body under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017). IAB membership details are set out in the parties section above.

This Letter of Engagement sets out the terms on which Crown Payroll Services Ltd ("we", "us", "our") will provide payroll processing services to the Client Firm on a subcontracted basis.

This engagement is between Crown Payroll Services Ltd and the Client Firm only. Crown Payroll Services Ltd has no direct contractual relationship with any underlying clients of the Client Firm.

For the purposes of this engagement, "the Client Firm" means the parent company named above together with the subsidiary entities listed in the parties section (together "the Group"). This engagement is entered into by the parent company on behalf of itself and each subsidiary entity named above, and the parent company warrants that it has authority to bind each such subsidiary to the terms of this letter. Crown Payroll Services Ltd has no direct contractual relationship with any underlying clients of the Client Firm or the Group entities. All instructions, data, approvals, and communications must be provided to us by the Client Firm. References to "the Client Firm" throughout this letter and the attached schedule include all Group entities named above unless the context requires otherwise.

We will provide the following payroll processing services as instructed and directed by the Client Firm:

• Processing of payroll data supplied by the Client Firm for their underlying clients
• Calculation of gross pay, statutory deductions (PAYE, NI), and net pay
• Preparation and submission of Real Time Information (RTI) returns to HMRC
• Calculation and reporting of auto-enrolment pension contributions where instructed
• Production of payroll reports, payslips, and payment schedules for onward delivery by the Client Firm
• Liaison with the Client Firm on payroll queries and corrections

Any services outside the above scope must be agreed in writing before commencement. The detailed schedule of responsibilities for both parties is set out in Appendix A.

For the purposes of MLR 2017, our regulated client is the Client Firm. Our Customer Due Diligence (CDD) obligations run to the Client Firm as the contracting party, not to the underlying clients of the Client Firm.

For the purposes of MLR 2017, our regulated client is the Client Firm (being the parent company contracting on behalf of the Group). Our Customer Due Diligence (CDD) obligations run to the Client Firm as the contracting party. Where the Client Firm is a parent company entering into this engagement on behalf of named subsidiary entities, our CDD is conducted at the Group level via the parent company. We do not conduct separate CDD on each subsidiary entity, on the basis that they are owned and controlled by the same regulated parent and are covered by the parent company's own AML framework. Our CDD does not extend to the underlying clients of the Client Firm or any Group entity.

Crown Payroll Services Ltd is itself supervised for AML purposes by the IAB and maintains its own AML policies, procedures, and risk assessments in accordance with MLR 2017. Crown Payroll Services Ltd reserves the right to apply Simplified Due Diligence (SDD) to this engagement on the basis that the Client Firm is a regulated professional firm subject to equivalent AML obligations under MLR 2017. The basis for SDD will be documented on our AML file and reviewed periodically.

Nothing in this clause limits our obligations under Part 7 of the Proceeds of Crime Act 2002 or the Terrorism Act 2000. We remain obligated to submit a Suspicious Activity Report (SAR) to the National Crime Agency if, in the course of providing services, we become aware of or suspect money laundering or terrorist financing, regardless of the nature of our engagement.

Fees for the services described in this engagement are agreed as set out below. Where the scope of services changes — including the addition of new underlying clients, changes in payroll complexity, or variation to the services provided — fees will be reviewed and agreed between the parties prior to the change taking effect. Crown Payroll Services Ltd reserves the right to issue a revised fee schedule at any time with reasonable notice. Fees are payable within 3 days of invoice. We reserve the right to suspend services where invoices remain unpaid beyond this period.

6. Confidentiality

Both parties agree to keep confidential all information received from the other party in connection with this engagement. This obligation does not apply to information that is in the public domain, is required to be disclosed by law, or is disclosed to a regulatory or supervisory body in the proper exercise of their functions.

7. Data Protection

Both parties acknowledge their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Client Firm acts as data controller for the personal data of its underlying clients and their employees. Crown Payroll Services Ltd acts as data processor in respect of employee payroll data processed on behalf of the Client Firm. A separate Data Processing Agreement (DPA) should be executed between the parties where required by UK GDPR Article 28.

8. Professional Indemnity

Crown Payroll Services Ltd maintains professional indemnity insurance in respect of the services provided under this engagement. Details are available on request.

9. Termination

Either party may terminate this engagement by giving 30 days' written notice to the other. We reserve the right to terminate immediately in the event of non-payment, material breach, or where continuation of the engagement would place us in breach of our professional or legal obligations.

10. Governing Law

This Letter of Engagement is governed by and construed in accordance with the laws of England and Wales. Any disputes arising under it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Your Responsibilities — Payroll

You confirm that your underlying clients remain legally responsible for: ensuring payroll submissions are correct and complete; ensuring national minimum wage has been paid; completing right to work checks; making all submissions by the due date; and paying tax and NIC on time.

You agree to notify us at least 5 working days prior to each payroll date of all transactions including: time sheets, new employees (name, address, DOB, gender, NI number), leavers, changes to remuneration, pension scheme changes, and ad hoc payments.

Your Responsibilities — Auto-Enrolment

You confirm that your underlying clients remain legally responsible for pension records, contribution timings, scheme selection, re-enrolment, and declarations of compliance to The Pensions Regulator. Records must be retained for six years (four years for opt-out requests).

Our Responsibilities — Payroll

We will calculate PAYE, NIC, employer NIC, statutory payments, pension contributions, apprenticeship levy, and other deductions as instructed. We will submit RTI information online to HMRC. We will produce payroll summaries, payslips, P45s, PAYE/NIC liability reports, and pension contribution schedules. Year-end: final FPS by 19 April, P60s by 31 May.

Ad hoc queries by way of telephone and email enquiries are not routine compliance and may result in additional fees.

Our Responsibilities — Auto-Enrolment

We will calculate worker deductions and employer contributions, process refunds through payroll, and upload pension contribution files to the pension provider once the payroll has been approved by you.