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Specific terms and conditions of access to confidential review reports prepared by KPMG LLP
KPMG LLP (“KPMG”) has exceptionally agreed to disclosure on this website, of their confidential review reports on interim financial information (“the Reports”), addressed to NewDay Group (Jersey) Limited (“the Company”) on the basis set out in this agreement, subject to the remaining paragraphs of this agreement, to which readers’ attention is drawn and acceptance is required.
This agreement is intended to be legally binding on you and confirms your agreement to the terms set out below on which we accept access to the Reports.
Significant events may well have occurred since the date of the Reports. It is not KPMG’s function or responsibility to provide you with any information that may have come to KPMG’s attention, whether or not disclosed to or discussed with or reported by the Company, at any point after that date.
KPMG does not accept or assume responsibility to anyone other than the Company for its work, for the Reports or for any judgments, findings, conclusions, recommendations or opinions that KPMG has formed or made. The work was undertaken and the Reports were issued, on agreed terms of engagement, in order that KPMG might state to the Company those matters on which it agreed to report and for no other purpose.
KPMG’s work and the Reports were not planned or prepared in contemplation, or for the purpose, of the interests or needs of any party except the addressee of the Reports. Therefore, items of possible interest to you may not have been specifically addressed for the purposes of the Reports. KPMG’s use of professional judgement, and the assessment of issues or their relevance (as appropriate) for the purpose of KPMG’s work and the Reports, mean that matters may have existed that would have been assessed differently by you for your purposes. KPMG does not warrant or represent that the information in the Reports is appropriate for your purposes. The Report was not created for, and should not be treated as suitable for, any purpose other than that set out in the Report itself and/or in the terms of engagement agreed with the Company.
For the foregoing reasons, the Reports cannot in any way serve as a substitute for other enquiries and procedures that you would (or should) otherwise undertake and judgements you must make for the purpose of satisfying yourselves regarding any matters of interest to you regarding the Reports or for any other purpose in connection with your interests. Apart from the Company, no-one else should rely for any purpose whatsoever upon the Reports.
You accept the foregoing paragraphs (including that the position in respect of KPMG’s work and the Reports will remain as stated above following the provision to you of the Reports) and agree to the following conditions upon which the Report is provided to you:
(1) You accept, agree and acknowledge that:
(a) in respect of the Reports (and any part of it) the onus shall be upon you to obtain verification direct with the Company rather than seek to rely on KPMG.
(b) to the fullest extent permitted by law, KPMG owes no duty to you, whether in contract or in tort or under statute or otherwise (including in negligence) with respect to or in connection with the Reports.
(c) if, notwithstanding the terms of this letter, you do rely upon the Reports for any purpose, you will do so entirely at your own risk.
(d) you will not bring any actions, proceedings or claims against KPMG where the action, proceeding or claim in any way relates to or concerns or is connected with your use of or reliance on the Reports.
(e) to the fullest extent permitted by law, KPMG has no liability to you for any loss or damage suffered or costs incurred by you, arising out of or in connection with the Reports, however such loss or damage is caused.
(f) you will not refer to the Reports nor allow access to them to any person or entity without KPMG’s prior written consent. (However, you will not need to obtain such consent in order to disclose and discuss the same (i) with the Company for the purpose of obtaining information or verification from the Company; (ii) with your legal advisers but then only on the basis that KPMG will have no duty or liability to them; or (iii) otherwise as required by a Court or by statute or by a competent regulator.)
(2) To the fullest extent permitted by law, you agree to compensate and reimburse KPMG for and protect KPMG against all actions, proceedings and claims brought or threatened against KPMG, and all loss, damage and expense (including legal expenses) relating thereto where such action, proceeding or claim has arisen out of or results from or is connected with the use of, or reliance upon, the Reports or any part thereof by any person or entity receiving it where such actions, proceedings or claims would not have arisen, but for the failure by you, to comply with the terms of this letter. If any payment is made by you under this paragraph, we will not seek recovery of that payment from KPMG at any time.
(3) Without limiting the obligation in paragraph (1)(f) above, you agree to ensure that you do not make any statement or convey any impression that KPMG accepts or assumes responsibility to anyone other than the addressees of the Reports for its work or the Reports, nor that the Reports were issued for any purpose other than that agreed with the addressees.
(4) You accept that the work resulting in the Reports were undertaken by, and the Report was issued by and is the sole responsibility of, KPMG. In this notice all references to KPMG (except for the first reference in paragraph (1)(f)) shall have an extended meaning so that they include, in addition to KPMG, partners/members, employees and agents of KPMG and any person or organisation associated with KPMG through membership of the network of professional service firms to which KPMG belongs and their partners, directors, members, employees and agents. This agreement is for the benefit of all of those third parties referred to in the previous sentence and each of them may enforce in their own right all of the terms of this agreement.
(5) This letter sets out the entire agreement as between you and KPMG in relation to the conditions upon which the Report is to be accessed by you. It replaces all prior agreements or understandings (if any – unless based on statements made fraudulently) between or amongst you and KPMG in that regard.
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