IMPORTANT AGREEMENT–TO BE READ AND ACCEPTED BEFORE ACCESS TO CONFIDENTIAL AUDIT REPORT IS PERMITTED
Following a request by Glas Cymru Anghyfyngedig (“the Company”), KPMG LLP, has exceptionally agreed to disclosure on this website, of their confidential audit report, 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.
1. We have requested that a copy of the confidential audit report (“the Report”) on the non-statutory financial statements for the year ended 31 March 2017, prepared by KPMG LLP (“KPMG”) for and addressed to the Company, be made available to us. This agreement is intended to be legally binding on us and confirms our agreement to the terms set out below on which we will accept access to the Report.
2. We note that significant events may well have occurred since the date of the Report. It is not KPMG’s function or responsibility to provide us with any information that may have come to KPMG’s attention, whether or not disclosed to or discussed with or reported the Company, at any point after that date.
3. KPMG does not accept or assume responsibility to anyone other than the Company for its work, for the Report or for any judgments, findings, conclusions, recommendations or opinions that KPMG has formed or made. The work was undertaken and the Report was 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.
4. KPMG’s work and the Report were not planned or prepared in contemplation, or for the purpose, of our interests or needs.
5. Therefore, items of possible interest to us may not have been specifically addressed for the purposes of the Report. 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 Report, mean that matters may have existed that would have been assessed differently by us for our purposes. KPMG does not warrant or represent that the information in the Report is appropriate for our 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.
6. For the foregoing reasons, the Report cannot in any way serve as a substitute for other enquiries and procedures that we would (or should) otherwise undertake and judgements we must make for the purpose of satisfying ourselves regarding any matters of interest to us regarding the Report or for any other purpose in connection with our interests. Apart from the Company, no-one else should rely for any purpose whatsoever upon the Report.
7. We accept the foregoing paragraphs (including that the position in respect of KPMG’s work and the Report will remain as stated at paragraph 3 above following the provision to us of the Report) and agree to the following conditions upon which the Report is provided to us:
(i) We accept, agree and acknowledge that:
(a) in respect of the Report (and any part of it) the onus shall be upon us 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 us, whether in contract or in tort or under statute or otherwise (including in negligence) with respect to or in connection with the Report.
(c) if, notwithstanding the terms of this letter, we do rely upon the Report for any purpose, we will do so entirely at our own risk.
(d) we 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 our use of or reliance on the Report.
(e) to the fullest extent permitted by law, KPMG has no liability to us for any loss or damage suffered or costs incurred by us, arising out of or in connection with the Report, however such loss or damage is caused.
(f) we will not refer to the Report nor allow access to it to any person or entity without KPMG’s prior written consent. (However, we 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 our 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.)
(ii) To the fullest extent permitted by law, we 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 Report 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 us, to comply with the terms of this letter. If any payment is made by us under this paragraph, we will not seek recovery of that payment from KPMG at any time.
(iii) Without limiting the obligation in paragraph 7(1)(f) above, we agree to ensure that we do not make any statement or convey any impression that KPMG accepts or assumes responsibility to anyone other than the addressees of the Report for its work or the Report, nor that the Report was issued for any purpose other than that agreed with the addressees.
8. We accept that the work resulting in the Report was undertaken by, and the Report was issued by and is the sole responsibility of, KPMG. In paragraphs 2 to 7 (including 7(i)(a) to (f) and 7(ii) and 7(iii)) of this notice all references to KPMG (except for the first and the last two references in the paragraph 7(i)(f)) shall have an extended meaning so that they include, in addition to KPMG, partners/members / directors , 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.
9. This letter sets out the entire agreement as between us and KPMG in relation to the conditions upon which the Report is to be accessed by us. It replaces all prior agreements or understandings (if any – unless based on statements made fraudulently) between or amongst us and KPMG in that regard.
10. The terms of the agreement shall be governed solely by English law, and the Courts of England and Wales shall have exclusive jurisdiction in respect of any dispute arising out of it or in connection with it. We and KPMG irrevocably waive any right to bring proceedings in any other jurisdiction, to object to proceedings being brought in those Courts, to claim that the proceedings have been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.