General Terms and Conditions of Business

1. Authority
   
   PV will assume that whoever instructs it has the authority to do so and PV will be entitled to rely on information provided by that person.

2. Confidentiality
   
   PV will respect the confidential nature of any information supplied by you, subject only to any legislative or regulatory duties to disclose information. If other advisers become involved with your business affairs, PV will assume that your confidential information can be shared with them unless you notify otherwise.

3. Conflicts of Interest
   
   It is possible that PV acts for other clients who operate in the same industry or sector as you and some may have, or may develop, adverse commercial interests to you. By agreeing to instruct PV you accept that this will not prevent PV from acting for current or future clients who are, or may in the future be, in this position. Where a conflict of interest arises, it will be up to PV, taking clients’ interests and wishes into account, to decide if we can continue to work for both parties, for one or for neither.

4. Duty of Care
   
   Any advice given to you by PV is for you alone and is only for the purpose of the assignment to which it relates. It may not be relied upon for any other purpose or by third parties. Any duty of care owed to you by PV is owed to you as a client and does not extend to third parties. PV will liaise with other advisers if you request this, but that does not make PV liable for the accuracy or appropriateness of the advice given or work undertaken by those advisers.

5. Reasonable care and skill
   
   PV will use reasonable care and skill in carrying out each assignment.

6. Intellectual Property Rights
   
   PV will own all the intellectual property rights, including but not limited to, copyright, know how and methodologies, in all the work it carries out, including any assignment, unless otherwise agreed in writing.

7. Limitation of Liability
   
   This clause sets out PV’s entire financial liability to you (including any liability for the acts or omissions of its employees, agents and subcontractors) in respect of a) any breach of the Contract b) any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract.
   1. All warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
   2. Nothing in the Contract excludes or limits PV’s liability for death or personal injury caused by PV’s negligence, or for fraud or fraudulent representation.
   
   Subject to sub-clauses i) and ii), PV’s total liability for direct loss or damage in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of or the failure to perform the Contract, including the assignment(s), shall be limited to the charges for the assignment(s) in question and subject to this limit of liability, PV shall not be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise (in each case whether direct, indirect or consequential), or for any costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract, including the assignment(s).

8. Joint and several liability
   
   Subject to clause 7, where you suffer any loss for which PV is jointly and severally or otherwise liable with any other person, the loss recoverable by you from PV shall be limited so as to be in proportion to PV’s relative contribution.

9. Matters outside PV’s control
   
   If PV is affected by any circumstance beyond its reasonable control which prevents work being done for you, you will be notified as soon as possible.

10. Disbursements and expenses
    
    By instructing PV, unless you notify to the contrary, you are authorising reasonable disbursements to be incurred on your behalf in relation to your assignment. PV will consult you before incurring any significant disbursements. PV reserves the right to charge you for travelling expenses, time spent travelling on your behalf, time spent in meeting with you and others on your behalf, as well as in work preparation and delivery, making and receiving telephone calls, faxes, emails and other correspondence and documents. First class travel on public transport during peak periods will be charged. VAT will be added where applicable.

11. Data protection
    
    PV will process your personal data for its business and marketing activities fairly and lawfully in accordance with the Data Protection Act 1998. Please notify PV if you do not wish to receive any of its marketing literature.

12. Payment of bills
    
    PV’s bills are due for payment on receipt and it reserves the right to suspend further work until payment is received. If a bill remains unpaid for 30 days, PV reserves the right to charge interest at a rate equal to the lower of the statutory rate or 3% above the base rate of National Westminster Bank plc until payment is made. 

13. Termination
    
    Without prejudicing any rights under the Contract, either party shall be entitled to terminate the Contract by notice in writing:-

1. if either party commits a material or persistent breach of  the Contract and continues such default for ten (10) working days after written notice has been given to the defaulting party with a request that the material or persistent breaches are rectified and no rectification has taken place; or
2. upon the other party passing a resolution for winding up (save for the purpose of amalgamation or reconstruction and where the amalgamated or reconstructed company agrees to adhere to the Contract); or
3. suffering a winding up order being made against it or going into administration; or
4. if a receiver or administrative receiver is appointed or an encumbrancer takes possession of the undertaking or assets (or any part) of the other party or if the other party is unable to pay its debt (within the meaning of section 123 of The Insolvency Act 1986 as amended or re-enacted) or ceases or threatens to cease to carry out its business or enters into a composition with its creditors.    

14. Governing law
    
    This Contract shall be governed by English law.