Compass Evaluator Reports Limited
Standard Terms of Business
The following terms of business apply to engagements accepted by Compass Evaluator Reports Limited. All work carried out is subject to these terms except to the extent that changes are expressly agreed in writing.
- Compass Evaluator Reports Limited
We are a UK limited company. Our registered office is James House, Yew Tree Way, Golborne, Warrington, WA3 3JD. References in these terms of business to “we”, “us”, or “our” shall be construed accordingly.
References in these terms of business to “you” or “your” shall refer to each and every party to this engagement letter (other than us).
- Our fees and invoicing arrangements
If VAT is applicable to our fees, it will be added at the standard rate prevailing. Our fees are payable upon instruction by the connected party. Any report produced by us cannot be used by you or any other third party until the agreed fee has been paid by you in full in cleared funds.
Unless otherwise agreed in writing, having regard to the nature and size of the proposed acquisition and volume of material to be considered and reviewed within the scope of the report, our fees will be a fixed cost. We will also charge for any disbursements incurred during the engagement and we will add VAT to charges and disbursements if chargeable.
- Our responsibilities
We will provide the services described in our engagement letter (or such variations as may subsequently be agreed in writing between us) (“services”) with reasonable skill and care and in a timely manner.
The nature and content of any report we provide will necessarily reflect the specific scope and limitations of our engagement, the amount and accuracy of information provided to us and the timescale within which the report is required.
Unless otherwise agreed with you, we may correspond by means of the Internet or other electronic media. Because of the nature of the Internet, we do not guarantee the security and integrity of electronic communications sent by or to you. Whilst it is our policy to check our e-mail correspondence with anti-virus software, we do not guarantee that transmissions will be free from infection.
- Your responsibilities
In relation to all work for you it is your responsibility to provide us with complete, accurate and timely information and to carry out any obligations ascribed to or undertaken by you or others under your control.
You remain responsible for any commercial decisions that you make, and in taking such decisions regard must be had to the restrictions on the scope of our work and to the large number of other factors, commercial and otherwise, of which you and your other advisers are, or should be, aware from sources other than our work.
5. Information and Confidentiality
Where we receive confidential information we shall take such steps as we in good faith think fit to preserve confidential information from misuse both during and after termination of this engagement. Save where there is specific agreement to the contrary, our client relationship with you shall not be treated as confidential information and we may disclose this fact to clients or prospective clients.
Subject to our duty of confidentiality, we reserve the right to act for your competitors or for other clients, whose interests are or may be opposed to yours except that we shall not so act for your competitors or other clients whose interests are or may be opposed to yours in connection with the transaction which is the subject of this engagement without our first having obtained your consent to our so doing.
The reports, letters, information and advice we provide to you during this engagement are given in confidence solely for the purpose of this engagement and are provided on the condition that you undertake not to disclose these, or any other confidential information made available to you by us during the course of our work, to any third party (being a party other than those to whom the report, letter, information or advice is addressed) without our prior written consent.
Before we provide such consent, we may stipulate terms regarding such provision or require the third party to enter into a direct relationship with us. We disclaim all responsibility for any consequence whatsoever should any such third party rely upon any report, letter, information or advice without our first having given our written consent that such third party may do so. Our only responsibility is that which is owed to you in the context of this engagement as at the date on which our report or other advice is given to you.
Neither you nor we will be prevented from disclosing confidential information:
- which is or becomes public knowledge other than by a breach of an obligation of confidentiality;
- which is or becomes known from other sources without restriction on disclosure; or
- which is required to be disclosed by law or any professional or regulatory obligation.
You agree that, for the purposes of carrying out our responsibilities in this engagement, we shall not be treated as having notice of information which may have been provided to individuals within this firm who are not involved in this engagement.
- Intellectual Property Rights
We retain all copyright and other intellectual property rights in everything developed, designed or created by us or any predecessor firm either before or during the course of an engagement including systems, methodologies, software, know-how and working papers. We also retain all copyright and other intellectual property rights in all reports, written advice or other materials provided by us to you.
- Health and Safety
We acknowledge our statutory responsibility to co-operate with your health and safety requirements, provided we are given notice of these. Whilst on your premises our partners and staff will be afforded by you the same protection health and safety purposes as is due to your employees. If we are required by you to enter the premises of a third party you will procure that the third party also affords such protection to our partners and staff as is due to its employees.
- Our Liability
Compass Evaluator Reports Limited (rather than its Directors, employees and consultants) will provide an evaluator report to you, and Compass Evaluator Reports Limited alone will be responsible for the performance of the engagement contract in relation to the Services.
Where Compass Evaluator Reports Limited is responsible for providing advice and/or services to you, then to the fullest extent permitted by law and regulation, no individual who is a Director or employee of, or consultant to, Compass Evaluator Reports Limited accepts or assumes responsibility to you or to anyone else for advice and services provided to you, whether or not that individual is described as a Director.
You agree (to the extent such agreement is enforceable under applicable laws and regulations) that you will not bring any claim in connection with any advice and/or services provided to you by Compass Evaluator Reports Limited against any Director of Compass Evaluator Reports Limited or against any employee of, or consultant to, Compass Evaluator Reports Limited, but this will not limit or exclude the liability of Compass Evaluator Reports Limited itself.
Any advice and/or services provided by Compass Evaluator Reports Limited is/are for your benefit only and may not be used or relied upon by anyone else.
- Limitation of Liability
9.1 The aggregate liability of Compass Evaluator Reports Limited, (referred to in this schedule and subsequent clauses as “the firm”) for Damage shall be limited in total to a maximum of one times the net agreed fee (i.e. excluding expenses and VAT) as detailed in the Terms of Business.
For the purposes of this engagement letter “Damage” shall mean the aggregate of all losses or damages (including interest thereon if any) and costs suffered or incurred, directly or indirectly, by the addressees of the engagement letter of which these terms form part (together with such other parties (including syndicatees or assignees) whom the firm and the original addressees have agreed may have the benefit of and rely upon our work on the terms hereof) (together “Addressees”) under or in connection with this engagement or its subject matter (as the same may be amended or varied) and any report prepared pursuant to it, including as a result of breach of contract, breach of statutory duty, tort (including negligence), fault or other act or omission by the firm but excluding such losses, damages or costs arising from fraud or dishonesty of the firm on in respect of liabilities which cannot lawfully be limited or excluded.
9.2 Where there is more than one addressee the limit of liability specified above will have to be allocated between the addressees. It is agreed that such allocation will be entirely a matter for the addressees, who shall be under no obligation to inform the firm of the allocation provided always that if (for whatever reason) no such allocation is agreed, no addressee shall dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed.
9.3 For the avoidance of doubt the aggregate of all such allocations shall not exceed the limit applicable pursuant to 9.1.
9.4 Subject always to the aggregate limit of liability specified in 9.1 above the liability of the firm to Addressees under or in connection with this engagement or its subject matter (as the same may be amended or varied) and any report prepared pursuant to it shall be limited to that proportion of the total Damage, after taking into account the contributory negligence (if any) of the claimant Addressee(s), determined in accordance with 9.5 below to be just and equitable having regard to the extent of the responsibility of the firm for the Damage in question, (the parties intending that these terms shall have the same meaning as in the Civil Liability (Contribution) Act 1978 subject to the modifications in 9.5 below).
9.5 Determination of the proportions set out in clause 9.4 shall be through agreement between the firm and addressees in a manner which is regarded by the parties as just and equitable or failing such an agreement as determined by the courts in England and Wales.
9.6 It is agreed that each of the foregoing clauses 9.1 to 9.5 constitutes an entirely separate and independent provision and/or limitation of liability and that the extent and application of each such provision and/or limitation is acknowledged to be reasonable for our protection in the circumstances of this engagement and consistent with our obligation to carry out our work with reasonable care and skill, but if any of the said clauses 9.1 to 9.6 shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining clause or clauses shall continue in full force and effect.
- Contracts (Rights of Third Parties) Act 1999
Save as expressly provided in section 9 above, a person who is not a party to this engagement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
- Investment Business
We are not authorised by the Financial Services Authority.
- Force Majeure
Subject to section 5 above, neither we nor you shall be liable in any way for failure to perform, or delay in performing, our respective obligations under this engagement if the failure or delay is due to causes outside the reasonable control of the party which has failed to perform.
You are of course free to terminate the engagement at any time before the completion thereof but in this event we reserve the right to recover from you our invoiced charges.
We also reserve the right to terminate the engagement in the event that:-
- information is unavailable to us which in our opinion would preclude us from completing the assignment or;
- information comes to our attention which in our opinion would preclude us from completing the assignment; or
- information, agreed at the outset of or during our assignment to be provided by you is unavailable or is not produced in a timely fashion.
- Sole Conduct
Our agreement to act on your behalf is conditional upon our having sole conduct of all matters within the scope of these terms of reference. In the event of failure to comply with this clause, we reserve the right to terminate the assignment and recover from you our invoiced charges plus our unbilled time costs at our standard charge out rates and outlays expended to the date of termination less any amounts already paid by you.
- Severance of Terms
In the event that any of the terms of business is held to be invalid the remainder of the terms will continue in full force and effect.
- Governing Law and Jurisdiction
These terms of business shall be governed by and construed in accordance with the laws of England and Wales and any dispute arising out of this engagement or these terms shall be subject to the exclusive jurisdiction of the English courts.
- Third Parties/ Permitted Third Parties
During the course of this engagement, we may provide to you an introduction to and may procure on your behalf, advice from third parties and in the case of investment business, permitted/authorised third parties. Examples of such advice may include taxation, insurance, legal or other financial advice. We are in no circumstance liable for any advice given by these third parties and a separate engagement letter should be agreed by you, directly with any third party whom provides you with such advice.
- Service Quality
If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please contact Kevin Murphy at the registered office address, or via email at Kevin@compassevaluatorreports.co.uk
We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we have given you a less than satisfactory service we undertake to do everything reasonable to put it right.
- Professional Indemnity
Professional indemnity cover is in place with AXA with a limit of cover of £1,000,000 (One Million pounds)