Terms of Business

Any contracts or agreements formed between you and us by means of this website shall be governed and construed according to English law and any disputes or proceedings shall be subject to the exclusive jurisdiction of the English courts.

These terms contain specific information regarding payment terms. Clients are urged to ensure they are familiar with these commitments before registering or ordering.

Please note that we reserve the right to vary these terms from time to time without the need to notify you and therefore you should check them regularly.

If you have questions about any of these terms and conditions, please contact Psychological Consultancy Limited (PCL)’s Customer Service Team on +44 (0)1892 559540.

1.1 In these terms and conditions, the following shall have the following meanings:

“Client” means any person or organisation purchasing PCL’s Materials or the Registered User using PCL’s Materials;

“Guidelines” means the PCL Guidelines for Ethical Use of Tests and Questionnaires, a current copy of which is available upon request.

“Informed consent” means freely given consent to participate in a psychometric process based on sufficient information provided on all aspects of participation and data use. There must be active communication between the parties. Consent must never be inferred from a non-response to a communication.

“Materials” means test and training materials, including Restricted Materials, whether printed materials or recorded on any other medium (such as internet, video, DVD, CD-ROM or other software program);

“PCL” means Psychological Consultancy Limited, and any other companies bought or set up by PCL in the future;

“Registered User” means a person who has successfully completed a PCL learning programme, or other training recognised by PCL, and who has been approved by PCL to be registered to use the Materials;

“Restricted Materials” means any psychometric tests or materials (including online test items & scoring protocols, questionnaire booklets, score keys and weights, answer sheets and profile sheets) that, at the time of purchase, are identified as restricted in the current catalogue, in PCL’s sales literature, on the website or on the tests or materials themselves;

“Trademarks” means all the registered and unregistered trademarks used by PCL in the course of business.

1.2 The headings in these terms and conditions are for convenience, and do not affect their interpretation.

1.3 PCL reserves the right to change these terms and conditions at any time without prior notice to you, so please check them regularly.

1.4 In the event of any conflict between these terms and conditions (as displayed on our website) and those in our catalogue or elsewhere, these terms and conditions (as displayed on our website) shall prevail.

1.5 Except as expressly implied in these Terms of Use, PCL does not grant any express rights to use the Materials and/or Services.

Prices and specifications of Materials and services are correct at the time of publication in PCL’s current price list or other relevant literature, but are subject to change without notice. Materials and services may also be withdrawn without notice.

All prices shown are in local currency. It will be stated whether these prices include any applicable local taxes.

Where the Client’s business is based outside Europe, please note that qualification in the use of certain instruments does not automatically mean that PCL will be able to supply the Client with such instruments.

4.1 Purchases of Restricted Materials must be made by or on behalf of an identified Registered User who is qualified to use the Restricted Materials and has registered with PCL in accordance with its registration procedures.

4.2 In order to be registered, a user must have successfully completed appropriate training approved by PCL, details of which are set out in the current training calendar and viewable at http://www.psychological-consultancy.com/pcl-training/course-calendar/ or by emailing info@psychological-consultancy.com.

4.3 Restricted Materials must be used in compliance with the Guidelines. The Guidelines may be changed from time to time to reflect the most recently accepted practices. PCL reserves the right to refuse to supply Restricted Materials if a Client fails to comply with the Guidelines.

5.1 Any order placed by the Client will be deemed to be an offer by the Client to purchase the Materials subject to these terms and conditions.

5.2 No order placed by the Client will be deemed accepted by PCL until: (a) delivery of the Materials to the Client; and, (b) if requested by PCL the Client provides either: (i) a written or email confirmation of the order; or, (ii) an official purchase order.

5.3 When ordering Restricted Materials, the Client must quote the name of the Registered User. Orders may be refused if the delivery address is not that relating to a Registered User.

5.4 Where the materials ordered include computer software, the Client accepts that it is entitled to use the software only in accordance with the applicable software licence (the terms of which are incorporated into these Terms of Business), a copy of which is available upon written request.

5.5 When PCL administers the Portal for the client it is the client’s responsibility to provide PCL with the correct information. PCL will not be held liable for any errors due to incorrect set up information supplied by the client. Any assessments and reports created in error (for example, if the wrong report was selected, the wrong norm group was selected, or a candidate was given access to an assessment by mistake) must be paid for in full. If you are uncertain of anything when you are asking PCL to set up an assessment please contact us for advice.

5.6 Where the client manages their own Portal, PCL will not be held liable for any errors where the client has set up their own assessments. Any assessments and reports created in error (for example, if the wrong report was selected, the wrong norm group was selected, or a candidate was given access to an assessment by mistake) must be paid for in full. If you are uncertain of anything when you are setting up an assessment please contact PCL for advice.

Subject to availability, PCL normally dispatches standard (non-personalised) Materials within 24 hours of receipt of any order that PCL accepts. However, under no circumstances will the Client be permitted to cancel the order for non- or late delivery unless the procedure in clause 11 (Claims) has been followed.

Standard delivery charges to cover postage and packaging will apply to all Materials other than computer-scored reports; if the Client requires guaranteed next day delivery or delivery outside the UK, please contact PCL’s Customer Service Team.

Non-stock materials are priced on a case-by-case basis. Please contact PCL’s Customer Service Team for a quotation. Dispatch of non-stock items is normally possible within four weeks, although every effort will be made to get the items to you as soon as possible.

9.1 The following is PCL’s best interpretation of the current law governing VAT on PCL Materials, but PCL reserves the right to correctly apply VAT should this interpretation prove incorrect or be superseded.

9.2 For sales within the UK, PCL is required to add VAT at the standard UK rate to the cost of all products or services that are not zero-rated.

9.3 The following rules currently apply to sales of products delivered outside the UK: (a) For sales outside the EU, VAT will not be charged. (b) For sales within the EU to VAT-registered traders, all products will be zero-rated provided PCL has knowledge of the customer’s VAT number at the time of ordering. This applies wherever the goods are delivered to, provided they are not for delivery in the UK. (c) For sales within the EU to non-VAT-registered traders or to individuals, VAT will be chargeable at the UK rate.

10.1 If a Client is not an authorised account holder, all orders must be paid for in full prior to using the system.

10.2 At a Client’s request, or where an order is sent in without a cheque or credit card details, PCL will issue an invoice against which payment may be made. When full payment is received, PCL will process such orders.

10.3 Payment will be in pounds sterling (£). All invoices are to be paid in £GBP for the value listed on the invoice. Differences in foreign exchange are to be covered by client. Please make payment in full. All bank charges to be met by client.

10.4 All credit card payments (but not debit card payments) will incur a 3% additional fee to cover the cost of the credit card negotiation fee as charged to PCL.

10.5 Generally, credit accounts will only be offered to registered institutions and major corporate clients (subject to credit approval). We reserve the right to decide whether a client may have an invoiced account. Payment terms on these accounts will be 30 days from the invoice date. Authorised account holders will be required to supply an official purchase order or written confirmation. PCL reserves the right to request pre-payment for low-value orders below £250. Where the order is telephoned to PCL, please send the official purchase order or written confirmation (clearly marked “Confirmation of telephone order”) to PCL on the same day, preferably by email, or by first-class post. Orders will only be processed on receipt of written confirmation. Any written orders not clearly marked “Confirmation of telephone order” will be processed as new orders.

10.6 It is a condition of sale that ownership of Materials does not transfer to the Client until full payment is received by PCL in respect of the Materials and any other sums which are or which become due to PCL from the Client on any account. If payment is not received by its due date, PCL may repossess any Materials that have not been paid for.

10.7 PCL reserves the right to charge interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) if payments are more than 30 days overdue.

10.8 PCL reserves the right to withhold any order and/or put the client’s account on stop if payments are more than 30 days overdue.

10.9 If you are paying by credit card, we will contact your payment card company for authorisation when you place your order. Your payment card will then be debited. We take every reasonable care to ensure that subsequent transactions are conducted in a secure environment.

10.9 PCL’s Profile:Match2^TM payment system uses a secure server which is protected by an authentic SSL certificate. Your personal information and credit card information is transmitted in an encrypted form from your PC to the server.

10.10 The secure server software (SSL) encrypts all information you input before it is sent. We use 128-bit encryption, which is the highest level of protection that is currently available. Furthermore, we follow strict security procedures in the storage and disclosure of information which you have given us, to prevent unauthorised access. For example your credit card details are never stored on a server that would be accessible via the Internet. This is a further step for your protection.

11.1 All claims should be made in writing to PCL’s Customer Service Team, quoting the invoice and customer account numbers: (a) Within three days of receipt of Materials in respect of damage or discrepancies between Materials ordered and Materials received; (b) Within 21 days of dispatch in respect of non-delivery; (c) Within one calendar month of dispatch in respect of defective Materials.

11.2 PCL’s liability for non-delivery, incorrect delivery, or delivery of defective Materials will be limited, at PCL’s option, to replacement of the Materials free of charge or to a refund of the price of such Materials together with the price paid by the Client for the original delivery.

Please note that credits purchased within the Profile:Match2^TM system are non-refundable. PCL cannot indemnify customers for loss of credits due to mismanagement of the system.

If the Client changes address, or employment, the Client must inform PCL as soon as practically possible.

The Client represents, warrants and undertakes that:

14.1 In the event that the Client is not also a Registered User, they shall ensure that only a Registered User uses the Restricted Materials, that they remain at all times in the possession and under the control of the Registered User and that the Registered User complies with the Guidelines;

14.2 The Client shall not, and shall ensure that the Registered User shall not, license, lend, exchange, give or otherwise dispose of Restricted Materials to third parties or act as agent, distribution channel or stockist of the Restricted Materials, other than providing them to individuals in order for those individuals to be assessed under the Registered User’s supervision; and shall indemnify PCL fully in the event that PCL or PCL’s licensors suffer any losses, claims, liabilities, damages, expenses or costs as a result (whether direct or indirect) of any breach by the Client of such warranties and undertakings.

15.1 All PCL’s products are protected by intellectual property rights (including trademarks, copyright, patents and design rights) and rights of confidence. Reproduction of these products in whole or in part, in any form, or their storage in a database or retrieval system, by any process, is prohibited except where expressly permitted by law or by licence. Any unauthorised use of Materials or Services on this site may violate such laws and these Terms of Use.

You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the site, its Materials, or its Services or their selection and arrangement, except as expressly authorised in these Terms of Use. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the site.

15.2 The Client shall not reproduce, copy, vary or adapt the Materials by any means or in any way whatsoever, or enter or convert the same into any kind of information storage or retrieval system, including but not limited to any form of electronic or computer system.

15.3 The contents of PCL’s methods of scoring and processing results are secret and confidential and the Client must not disclose them to any third party.

15.4 PCL is bound by PCL’s author and distribution contracts to take prompt legal action against anyone who infringes PCL’s copyrights or its authors’ copyrights.

15.5 The Client may not make use of data collected by means of Restricted Materials to create products for commercial sale or other commercial exploitation.

15.6 Copyright infringement of Restricted Materials damages the professional standards and credibility of the instruments themselves and the individuals who are using them. Also, loss of revenue ultimately means that fewer resources can be devoted to the continued development of the instruments. PCL urges all PCL test users to cooperate by ensuring that no copyright infringements occur within their own organisation.

15.7 The Client acknowledges that the Trademarks are the property of PCL, or PCL’s licensors, and that use of the Trademarks by the Client will at all times be in keeping with these Terms of Business, and the Client will seek to maintain their distinctiveness and reputation.

15.8 The Client shall not use any mark or name confusingly similar to the Trademarks in respect of goods similar to the Materials.

15.9 PROFILE:MATCH^TM and PROFILE:MATCH2^TM are trademarks applied for by Psychological Consultancy Limited (PCL) who designed and originated the product and who hold all associated intellectual property rights. PROFILE:MATCH2^TM is an online assessment system that is marketed worldwide through a network of distributors, each of whom hold distribution rights within a defined territory. Each territory is serviced by a localised website linked to the PCL server in the UK where all data is held securely.

All PCL Materials and on PCL’s web sites (or associated websites) are protected by copyright. Therefore if the Client wishes to modify or quote them in research projects etc., the Client will need to apply for permission. Please contact PCL for details of the correct procedure.

17.1 Where a Client’s purchase of Materials includes the provision by PCL of a computer- scored report, then the following shall apply:

(a) Although PCL will use its reasonable endeavours to ensure the reports are complete and accurate, PCL makes no warranty in this regard; and

(b) The Client shall indemnify PCL in respect of any claims made by a third party against PCL or PCL’s licensors in relation to the provision of the computer-scored reports to test- takers without appropriate feedback.

17.2 The Client shall not: (a) Use software purchased from PCL to provide Bureau Scoring Services to third parties; or (b) Create its own software for the provision of Bureau Scoring Services, or (c) Purchase Bureau Scoring Services for the scoring and reporting of PCL Materials from any entity outside of PCL.

18.1 PCL’s liability arising under or as a result of the provision or use of the Materials, whether in contract, tort, breach of statutory duty or otherwise, will not exceed the price paid by the Client for such Materials and their delivery. Nothing in these terms and conditions will exclude or limit PCL’s liability for death or personal injury, or for any fraud on PCL’s part, or for any liability that cannot be excluded by law. Subject to the foregoing sentence PCL (including any of its directors, employees or agents) accept no liability for any loss (whether direct or indirect), for loss of business, revenue or profits, wasted expenditure, corruption or destruction of data or for any other indirect or consequential loss whatsoever) arising from your use of this website and we hereby exclude any such liability, whether in contract (including for negligence) or otherwise. We hereby exclude all representations, warranties and conditions relating to this website and your use of it to the maximum extent permitted by law.

18.2 PCL cannot be responsible for any losses you may incur in transmitting information to us by internet link or by email. Any such loss shall not be borne either wholly or partly by us, and shall be entirely your responsibility.

18.3 You agree to indemnify us and keep us indemnified against all costs, expenses, claims, losses, liabilities or proceedings arising from the use or misuse by you of this site.

18.4 Whilst we constantly aim to ensure that the standard of this website remains very high and try to maintain the continuity of it, the internet is not an inherently stable medium and errors, omissions, interruptions of service and delays may occur at any time. We do not accept any liability arising from such errors, omissions, interruptions or delays or any ongoing obligation or responsibility to operate this website (or any particular part of it) or to provide the service offered on this website. We may at any time vary the specification of this website without notice.

18.5 This site is provided on an “as is” basis without making any warranties or representations of any kind with respect to this site or its contents and PCL disclaims all such representations or warranties. In addition PCL makes no representations or warranties about the accuracy or completeness of the information contained on this site. These disclaimers do not exclude PCL liability for matters which may not be excluded under any applicable national law.

Any condition, representation or warranty that might otherwise be implied or incorporated within these terms and conditions by reason of statute or common law or otherwise is hereby expressly excluded to the fullest extent permitted by law.

20.1 PCL will only supply the Materials in accordance with these conditions, to the exclusion of all other terms and conditions, including any that the Client attempts to apply under any purchase order, confirmation of order or any other document.

20.2 No variation of these terms and conditions requested by the Client shall be effective unless in writing and signed on behalf of PCL by one of its directors.

We may terminate your registration and/or deny you access to the site or any part of it (including any services, goods or information available on or through this site) at any time in our absolute discretion and without any explanation or notification if we feel that you are using this site in an improper or unlawful way or for non payment of your account.

These terms and conditions are governed by English law and you agree you will only sue us in the courts of England. The place of performance of the contract will be England.

Our primary method of communication with you is email. Therefore please ensure the email address you provide us with is correct. In the unlikely event of a problem, we will contact you by telephone. Again, please ensure the contact telephone numbers you provide are accurate.

1.1 “Business Day” means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the City of London;

“Client” means the organisation contracting PCL for the provision of consultancy services as identified in the Contract;

“Contract” means the contract formed by the acceptance by the Client of the agreed project proposal, and such contract shall be governed by these PCL Terms;

“Deliverables” means those items identified as such in the Contract (if any) to be provided by PCL to the Client in the course of delivering the Services;

“PCL” means Psychological Consultancy Limited; “PCL Terms” means these standard terms of business; “Services” means the work to be undertaken by PCL for the Client; “Working Days” means Monday to Friday excluding bank or public holidays.

2.1 PCL will provide the Services to the Client on, and subject to, the PCL Terms and Conditions stated here. PCL will assume acceptance of these Terms and Conditions by the Client unless notified otherwise. By accepting the Terms and Conditions, the Client also agrees to be bound by these PCL Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Terms and Conditions shall form the contract between PCL and the Client.

2.2 In accepting the Terms and Conditions, the Client authorises PCL to proceed with all relevant preparations for providing the Services, including but not limited to purchase of materials and booking venues (if required).

2.3 PCL shall provide the Services using reasonable skill and care.

2.4 In providing the Services, PCL shall use its reasonable endeavours to give sound advice based on the information available, but the Client will remain wholly responsible for determining matters of policy or action related to that advice.

2.5 The Client acknowledges and agrees that, in order for its personnel to derive benefits from the Services, such personnel will be required to make such commitment as is appropriate to the Services being provided.

3.1 The Terms and Conditions will, unless otherwise stated, remain capable of acceptance by the Client for a period of 90 days from the date thereof. The rates for fees and materials are subject to review from time to time, but PCL will give one month’s notice of its intention to change the charging basis for current and continuing projects.

3.2 The fees set out for the project are based on PCL’s understanding of the Client’s requirements as set out in the agreement. PCL reserves the right to make additional charges for:

3.2.1 Staff time spent in excess of those estimated in the agreement as a result of any delays caused in delivery of the Services due to any act or omission of the Client;

3.2.2 Staff time spent travelling;

3.2.3 Staff time for planning or other meetings requested by the Client in addition to those allowed for in the Contract;

3.2.4 Any services or materials requested in writing by the Client that PCL agrees in writing to provide and that are additional to those allowed for in the Contract, which shall then become part of the Services.

3.3 PCL may also charge the Client for reasonable expenses incurred by PCL in the provision of the Services including, where necessary:

3.3.1 Travel, accommodation and subsistence;

3.3.2 All bought-in goods, services and sub-contracted items referred to in the Contract as being necessary and charged for separately from the fees quoted in the Contract.

3.4 Value Added Tax, where applicable, will be payable by the Client on all fees and expenses at the rate in force at the date of invoicing. All prices are quoted exclusive of Value Added Tax.

3.5 PCL will issue invoices in accordance with the terms stated in the Contract. Depending on the nature of the work, PCL may issue invoices at the beginning of the project, at the end of each discrete piece of work or at the end of each month. If the Client delays planned progress on provision of the Services, PCL reserves the right to submit interim invoices. PCL will also submit invoices in respect of any additional work carried out as referred to in Clause 3.2.

3.6 All invoices will be paid by the Client within 30 days of the date of invoice. PCL reserves the right to charge the Client interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

3.7 All invoices are to be paid in £GBP for the value listed on the invoice. Differences in foreign exchange are to be covered by client. Please make payment in full. All bank charges to be met by client.

4.1 Unless otherwise specified in the Contract, PCL reserves the right to charge for events (including but not limited to courses, workshops, presentations or seminars) cancelled or postponed by the Client. Such charges will be in accordance with the following schedule (percentages refer to percent of fees relating to the relevant event) to be paid as a cancellation or postponement charge:

Number of Working Days before event due to start:

15 or fewer – 25% / 10 or fewer – 40% / 5 or fewer – 50 % / Two or more days – 80% / 1⁄2 or one day before event – 100%

4.2 In addition, the Client will bear the full cost of any fees or expenses incurred by PCL for cancellation of venues and, except in cases where the Client has paid a 100% cancellation or postponement charge, for non-returnable goods and services bought or contracted for the event(s).

4.3 Where an event is postponed, the Client will be liable for the full fee for that event quoted in the Contract when eventually held, in addition to the postponement charge set out in Clause 4.1.

5.1 Other than in respect of information that the Client has supplied to PCL, PCL shall, as between PCL and the Client, own all copyright and any other intellectual property rights throughout the world subsisting in the contents of the original agreement and in all work produced by PCL in the course of provision of the Services in whatever form or media (including, without limitation, the Deliverables) “Work” unless otherwise indicated in the Contract as “Client Materials”.

5.2 If the Client requires PCL to incorporate any material into the Work and supplies PCL with such material, the Client warrants that:

5.2.1 The proposed use or incorporation of such material will not infringe any third party’s intellectual property rights;

5.2.2 Where the Client is not the owner of all copyright or other intellectual property rights in such material, the Client has received all necessary consents and licences for the proposed use by PCL of such material; and the Client will indemnify and keep PCL fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of the warranty in this clause.

5.3 Subject to Clause 5.1, the Client agrees that it shall not copy or amend the Work or do or authorise any other act that may infringe or devalue PCL’s copyright or other intellectual property rights.

6.1 PCL shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services.

6.2 If the Client nominates sub-contractors to work with PCL in the provision of the Services, the Client shall be responsible for such nominated sub-contractors. PCL reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organisations prevents PCL fulfilling its obligations under the Contract and these PCL Terms.

7.1 The Client will ensure that its staff, contractors and other suppliers co-operate fully with PCL and cause no delay.

7.2 Whilst PCL’s employees or sub-contractors are working on the Client’s premises, the Client will ensure the health and safety of those people. The Client will indemnify PCL and keep PCL indemnified against all losses, damages and expenses incurred or suffered by PCL in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or sub-contractors as a result of working at the Client’s premises.

8.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as ‘confidential’ or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.

8.2 The provisions of Clause 8 shall not apply to any information disclosed by a party (“Disclosing Party”) that:

8.2.1 Is in, or comes into, the public domain (except as a result of a breach of these PCL Terms);

8.2.2 Was already in the possession of the Disclosing Party at the time of its receipt from the other party;

8.2.3 Is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;

8.2.4 Is required by law to be disclosed by the Disclosing Party.

8.3 The Client and PCL shall observe the requirements of the Data Protection Act 1998 (the “DPA”) and any other applicable data privacy legislation in relation to information regarding identifiable living individuals (“Personal Data”).

8.4 Where PCL discloses to the Client any Personal Data (including but not limited to psychometric test results, written reports, information derived from one-to-one counselling sessions, feedback or follow-up sessions, or personal development sessions), the Client acknowledges that, for the purposes of the DPA, it is the “Data Controller” in relation to those Personal Data and the Client will:

8.4.1 Not keep such Personal Data longer than is necessary to fulfil the purpose for which it was collected;

8.4.2 Take all reasonable steps to safeguard the security of such Personal Data;

8.4.3 Exercise discretion over the access given to such Personal Data within the Client organisation;

8.4.4 Take all reasonable steps to ensure that those given access to such Personal Data understand and respect the need for confidentiality regarding the Personal Data;

8.4.5 Indemnify and keep PCL fully indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of this Clause 8.

8.5 The Contract shall be treated as confidential information for the purposes of Clause 8.

9.1 The Contract will commence on the date that PCL receives a request of Services from PCL, at which point the Client will receive notification of the PCL Terms. The contract shall continue in full force and effect until the Client notifies PCL otherwise, in writing, subject to earlier termination pursuant to Clauses 9.2 and 9.3.

9.2 Either party may terminate provision of the Services immediately by notice in writing to the breaching party if the breaching party:

9.2.1 Is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within 14 days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or

9.2.2 Enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager or an administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action which in the opinion of PCL means that the Client may not be able to pay its debts.

9.3 PCL may terminate provision of the Services at any time if: 9.3.1 It has given the Client three months notice in writing; or

9.3.2 The Client attempts substantially to alter the scope or definition of the Services without PCL’s prior written agreement.

9.4 On termination, PCL will be entitled to be paid all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services. In the case of termination by PCL pursuant to Clause 9.2, the Client will be deemed to have cancelled the Services and will be liable to pay a cancellation charge as specified in Clause 4.1, if applicable.

9.5 On termination, each party shall immediately return to the other party all property of the other party in its custody, possession or control.

9.6 Clauses 1, 4, 5, 8, 9, 10, and 14 shall survive expiry or termination of this Agreement howsoever caused and shall remain thereafter in full force and effect after termination.

10.1 In the event of damage to tangible physical property, where it is established that such damage to property has arisen as a direct result of the negligence of PCL employees or sub-contractors while providing the Services, PCL’s liability shall be limited to a maximum of £1,000,000 (one million pounds) per claim or series of related claims.

10.2 Nothing in these PCL Terms shall exclude or limit PCL’s liability for death or personal injury caused by PCL’s negligence, nor for fraud on PCL’s part, nor for any liability that cannot be excluded by law.

10.3 Subject to Clauses 10.1, 10.2 and 10.4, PCL’s liability arising under or as a result of the provision of the Services whether in contract, tort, breach of statutory duty or otherwise is limited to the fees actually paid by the Client to PCL for such Services.

10.4 PCL will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management time or employee time of the Client.

10.5 Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded.

11.1 PCL has no liability to the Client if PCL is unable to provide all or a part of the Services in accordance with the Contractor otherwise as a result of circumstances beyond PCL’s reasonable control, including without limitation, war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockade, accident, natural catastrophe, disaster.

12.1 No delay, neglect or forbearance by either party in enforcing any provision of the Contract or these PCL Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.

13.1 Nothing in these PCL Terms or the Contract confers or purports to confer on any third party any right to enforce any of the Contract or these PCL Terms.

14.1 These Terms and the Contract are governed by and construed in accordance with the laws of England, and are subject to the exclusive jurisdiction of the English courts.

15.1 These PCL Terms constitute the agreement between PCL and the Client in relation to the Services provided to the client by PCL, and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the agreement, other than those expressly set out in the PCL Terms. No amendment or other variation to these PCL Terms will be effective unless it is in writing, is dated and is signed by a duly authorised representative of PCL and the Client.