Standard Terms of Business

The following Standard Terms of Business apply to all Professional Services (as defined below) performed by Williams and Partners Ltd (“WP”, “we” or “us”) unless otherwise agreed to by us in writing:

1. Williams and Partners Ltd is a company registered in England and Wales with the registered number 06642212 and having its registered office at Sidney House, 119-121 Middlesex Street, London E1 7JF
2. When you instruct us to perform Professional Services, we will send you an engagement letter (“Engagement Letter”) which will define your instructions and the scope of the services we will provide to you (“the Professional Services”). The definitions details in the Engagement Letter will also apply to these Standard Terms of Business.
3. WP shall use reasonable endeavours to provide the Professional Services in accordance in all material respects with the Engagement Letter. WP shall use reasonable endeavours to meet any performance dates specified in the Engagement Letter, but any such dates shall be estimates only and time shall not be of the essence for performance of our Professional Services.
4. WP act as external valuers and will disclose any relevant conflict of interest within the knowledge of the person accepting the instruction to provide the Professional Services, who will make the appropriate investigations.
5. In providing the Professional Services, WP shall carry out such inspections and investigations as are, in its professional judgement, appropriate and possible in the particular circumstances.
6. Our reports will solely deal with the matters set out in our Engagement Letter and for the purpose as stated by you. For the avoidance of doubt, we accept no responsibility for the following non-exhaustive list of matters and we shall not report or advise on them:
   • Issues of law (including, without prejudice to the foregoing, validity and effectiveness of contracts, licences, title deeds including those for property, investments, encumbrances, compliance with relevant laws and regulations and all matters relating to product liability);
   • The commercial merits of funding;
   • The technical merit of any technology or the market for it;
   • Advice on the merits of funding;
   • Environmental issues;
   • Specialist industry advice;
   • Director’s CVs;
   • Regulatory issues;
   • Systems compliance for accounting issues
7. The scope of our work and our ability to provide Valuations and the Report will be limited by the time available and by the information made available to us. This information may be inaccurate or limited and it will not be audited by us. In these circumstances, you should not rely on our work and our Report as being comprehensive as we may not have been made aware of all the facts or information that you may regard as relevant. Furthermore, we will not corroborate the information received and, to that extent the information may not be entirely reliable. You acknowledge that in view of the limited scope of the service provided by WP we will not necessarily identify all matters that may be of interest to you.
8. Subject to the provisions of Clause 9, WP, its subsidiaries, directors, employees and agents shall not be liable to you in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any indirect special or consequential loss or damage howsoever caused and WP hereby excludes all liability for any
   • Loss of profit;
   • Loss of revenue;
   • Loss of anticipated savings;
   • Loss of opportunity; or
   • Loss of goodwill
   • In each case whether direct or indirect
9. Nothing in these Standard Terms of Business of the Engagement Letter shall operate to exclude or restrict either party’s liability for
   • Death or personal injury resulting from negligence;
   • Fraud or deceit; or
   • Any other liability which may not be limited or excluded by law
10. You agree to hold us harmless and reimburse and reimburse us fully against all losses, damages or costs howsoever caused which we may suffer arising from information material to our work being withheld or concealed from us, or misrepresented to us, by the directors, employed or agents of the Client except and only to the extent finally determined to have resulted from our gross negligence, bad faith or wilful default.
11. In consideration of our Professional Services, you shall pay to WP the fees (plus VAT, out of pocket expenses and disbursements, calculated in accordance with the Engagement Letter. We may incur expenses and disbursements on your behalf and you agree to reimburse us.
12. If we are providing Professional Services to you in your capacity as an administrator or liquidator of a company, then you hereby agree and acknowledge that the fees payable by you on account of those Professional Services will be payable as an expense of the administration/liquidation as appropriate.
13. Where we hold money on your behalf, we will deposit this in to a non-interest bearing client account (as detailed below) with a clearing bank, unless we have received written instructions to an alternative approach. Our accounts are held at Lloyds TSB Bank Plc, Moorgate, London EC2R 6DN. For any assets via private treaty, tender or auction the purchaser will be given the bank details for our WP Ltd client account. Should a purchaser send payment to our office e.g. cheque or cash, this will be paid directly in to the WP Ltd client account. WP will not be responsible for any loss due to any mistake or failure by the relevant institution, or by reason of the insolvency of the relevant institution, or by reason of the insolvency of the relevant institution, and/or the loss by the relevant institution of any necessary licence, authorisation or permission required to carry on banking or deposit-taking activities under applicable law. ‘Insolvency’ includes without limitation entering a voluntary arrangement for a composition of debts, the appointment of a liquidator or provisional liquidator, the making of a winding up order, the passing of a resolution for a voluntary winding up, the appointment of an administrator or an administrative receiver (or anything analogous to any such event under the laws of any applicable jurisdiction) and/or the inability or failure of the relevant institution to pay its debts, including any balance on our client account(s), as they fall due and/or otherwise become payable for any reason.
14. Both parties may terminate the engagement for the provision of Professional Services at any time by giving written notice to the other. In the event of a termination, then any fees, disbursements and out of pocket expenses validly incurred by us up to the date of termination will be payable by you.
15. WP acknowledges that certain personal data (as defined in the Data Protection Act 1998) may be released to it by you (the data controller) and both parties acknowledge that we will be the data processor in relation to that personal data. WP agrees that in relation to such personal data we will:
    • Act only in accordance with your instructions in relation to the processing of that data.
    • Take appropriate organisational and technical measures against unauthorised or unlawful processing of that data and against accidental loss or destruction of, or damage to, that data; and
    • Provide appropriate training to personnel who process that data on our behalf.
16. We are the data controller of personal information (personal data) relating to individuals who are either a named client or through whom we conduct our relationship with you. We may use such personal data for providing valuation services, marketing, administration and training and we may disclose it to our agents and service providers for these purposes. We also process personal data for reasons required by law (e.g. money laundering regulations) and for commercial purposes (e.g. creditworthiness checks).
17. Our objective is to provide you with a high quality service to meet your needs. If at any time you would like to discuss with us how our service to you could be improved or if you are in any way dissatisfied with the service you are receiving, please let us know by contacting Antony Berg who is based in our Essex office. We undertake to acknowledge your initial communication regarding a complaint within 10 working days. Any further investigation required to discover the facts surrounding your complaint and to reply to you more fully may take further time and we will endeavour to make a full written response within 30 days.
18. If you would prefer to raise the matter, or to discuss its proposed resolution, with someone other than Antony Berg, please contact our Clive Williams in our London office. We will look into any matter carefully and promptly and do all we can to resolve the position to your reasonable satisfaction.
19. You will have the full right and licence to use copies of materials that we create for you for the purpose for which they were prepared. However all copyright and other intellectual property rights in all documents, reports, written advice or other materials provided by us to you will remain with us. If you wish to use copies of these for purposes other than those for which they were prepared, then you must first seek our written permission. In particular, neither the whole nor any part of our Report, nor any reference thereto is to be included in any document, circular or statement or published in any way without the prior written approval of WP regarding the form and context in which it may appear.
20. Each party shall at all times keep all confidential information supplied by the other party confidential and will not disclose any such information to any third party other than in the proper performance of its obligations under the contract. Each party agrees that this obligation shall continue in force without limit in point of time.
21. The restriction imposed by Clause 20 shall not apply to the disclosure of any confidential information:
    • To such extent as is necessary for the purposes contemplated by these Standard Terms of Business and the Engagement Letter and with the other party’s prior consent; or
    • As is required by law; or
    • Where it is public knowledge at the date of disclosure or can be shown by the disclosing party to have been known prior to such disclosure, provided that such disclosure does not constitute a breach of these Standard Terms of Business.
22. It is understood and agreed that neither party shall be liable to the other for any delay or failure to fulfil obligations under these Standard Terms of Business or the Engagement Letter caused by circumstances outside our reasonable control.
23. If these Standard Terms of Business shall be or become void in whole or in part, the other provisions shall remain valid and enforceable and the void provisions shall, where appropriate, be replaced by other provisions corresponding as closely as possible with the void provisions.
24. A person who is not a party to these Standard Terms of Business (a “third party”) shall have no rights pursuant to the Contracts ( Rights of Third Parties) Act 1999 (the “Act”) to enforce any of these Terms of Business. Any right or remedy of a third party which exists or is available apart from the Act is not affected.
25. WP shall not be under any duty to, nor have any responsibility towards any other person (including without limitation your holding company, subsidiaries, affiliates or third parties) in connection with our Professional Services (unless that person is a client of WP in relation to those particular Professional Services), even if the object of your instructions is to confer a benefit on that other person.
26. These Standard Terms of Business and the Engagement Letter shall be governed by and construed in accordance with English Law. The courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Standard Terms of Business or the Engagement Letter and any matter arising from them.