TERMS AND CONDITIONS

Standard Terms of Business

The following standard terms and conditions of business apply to all engagements accepted by Pasmar Associates (‘we’ or ‘us’) on behalf of the client (‘you’). All work carried out is subject to these terms except where changes are expressly agreed in writing.

1 Project work in hand approval process

We will have primary responsibility for the conduct of all projects.  On certain occasions there may be legal elements of the project which are best dealt with by sub-contracting, in which case we will seek assistance from other partners or professional personnel whenever our judgement dictates that to be appropriate. This will only occur with clients’ approval.

2 Professional obligations

2.1 We will observe the rules, regulations and ethical guidelines of the Chartered Management Institute (the CMI Code of Professional Conduct and Practice) in the United Kingdom and accept instructions to act for you on the basis that we will act in accordance with those guidelines. These guidelines are published on the CMI website.

2.2 Where you give us confidential information we shall at all times keep it restricted, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to this engagement. Pasmar Associates, and our Partners, will not disclose to any person any confidential information relating to the clients’ interest or to the work undertaken on behalf of the client, except in the proper course of its duties or unless ordered by an appropriate Court or required by Statute.

2.3 Pasmar Associates may, unless otherwise notified by the clients in writing, refer to the fact that it represents the clients, and to the project work either completed or in hand, for marketing or publicity purposes.

2.4 We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you. Conflict is defined as a conflict between the duties to act in the best interests of two or more different clients, or between our interests and those of a client. This will encompass all situations where doing the best for one client in a business situation will result in prejudice to another client in either that or a related concern.

2.5 The clients or the Company may terminate the appointment at any time by notice in writing. In this event the clients will pay to the Company a reasonable fee for the services performed in accordance with the terms set out earlier. The Company, upon payment of all fees then due by the clients, will return to the clients on request all papers and other items belonging to the clients (subject to the Company’s right to retain copies).

3 Market Research: Data and Reports

3.1 Figures contained in any report will be derived from surveys carried out in accordance with accepted market research methods and as such are subject to limits of statistical error. In taking delivery of any report or data, you acknowledge and agree (i) that the report and data should only be used within the specific context of the study and (ii) any predictions or interpretations derived from the data (whether prepared by you or us) are intended only as an aid to your own judgement.

3.2 Completed questionnaires and surveys are routinely retained by us for not less than one year before destruction. Digital files (e.g. recorded verbatim responses) are routinely retained for three months before destruction.

3.3 Ownership of data (excluding personal data) collected by us for you in providing the services, subject to payment by you of all fees due to us, shall vest in you. We shall be entitled to retain copies of such data in order to comply with our document retention requirements and for the maintenance and development of our normative tables and databases.

3.4 All rights (including copyright) in and to tabulations, questionnaires and other project documentation including the format of our reports and our trademarks remain our property and may not be published, quoted or reproduced without our prior written permission.

4 Fees

4.1 Our fees are calculated on the basis of time spent on your affairs by the senior partner and our staff, and on the levels of skill and responsibility involved. The fees quoted are for the services as set out in the quote; any changes made at your request may result in additional fees and/or changes to the timetable. Unless otherwise specified, the fees quoted are exclusive of all applicable taxes, which will be charged at the rate prevailing at the time of invoice. Our travel, subsistence and other out-of-pocket expenses shall be chargeable to the extent set out in the proposal.

4.2 Except when agreed before the commencement of a project, our normal payment terms are as follows: one third of total agreed cost to be paid at the commencement of project followed by one third interim payment (at approximately mid point) and one third final payment on completion of the project/task. All payments are due within seven days receipt of invoice.

4.3 If it is necessary to carry out work outside the responsibilities outlined in this proposal it will involve additional fees.

5 Applicable law

These terms and conditions are governed by, and construed in accordance with, English law. The Courts of England 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 it may have 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.

6 Internet communication

6.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

6.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.

7 Data Protection Act 1998

7.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998.

8 Contracts (Rights of Third Parties) Act 1999

8.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

8.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

9 Limitation of liability

9.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.

9.2 You agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement.