Zingela is a trading name of Positive Change Partners Ltd. 

T: +44 (0)1342 837660

E: info@positivechangepartners.com

Office Address:
The Office, Heath View,
Ray Lane
Blindley Heath
Surrey, UK
RH76LH

TERMS AND CONDITIONS 

Where specialists are required to achieve your business objectives, Zingela (Positive Change Partners Ltd.) will, subject to availability, introduce you to one or more of their trusted associates/team of professionals. You retain control of the engagement of your chosen partners and the final decision will remain with you. We therefore recommend you complete full due diligence in this regard before contracts are signed.

WEBSITE USE

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Positive Change Partners Limited’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

The term ‘Positive Change Partners Limited’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is FF10, Brooklands House, 58 Marlborough Road, Lancing, West Sussex, BN15 8AF. Our company is registered in England; company registration number 5925566. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

• The content of the pages of this website is for your general information and use only. It is subject to change without notice.

• Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose.

• You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

• Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

• This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

• All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.

• Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.

From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s) or the services or products provided via these website(s) or any other featured company(s) or website(s). We have no responsibility for the content of such website(s) and except for death or personal injury caused by our negligent acts or omissions, we shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement and any such liability shall be limited to the price paid to Positive Change Partners Ltd for any releated service or product.

Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

PRIVACY POLICY

BACKGROUND:

Positive Change Partners Limited understands that your privacy is important to you and that you care about how your personal data is used and shared online. We respect and value the privacy of everyone who visits this website, www.positivechangepartners.com (“Our Site”) and will only collect and use personal data in ways that are described here, and in a manner that is consistent with Our obligations and your rights under the law.

Please read this Privacy Policy carefully and ensure that you understand it. Your acceptance of Our Privacy Policy is deemed to occur upon your first use of Our Site. If you do not accept and agree with this Privacy Policy, you must stop using Our Site immediately.

1.             Definitions and Interpretation

In this Policy, the following terms shall have the following meanings: 

“Account”

means an account required to access and/or use certain areas and features of Our Site;

“Cookie”

means a small text file placed on your computer or device by Our Site when you visit certain parts of Our Site and/or when you use certain features of Our Site. Details of the Cookies used by Our Site are set out in section 13, below;

“Cookie Law”

means the relevant parts of the Privacy and Electronic Communications (EC Directive) Regulations 2003;

“personal data”

means any and all data that relates to an identifiable person who can be directly or indirectly identified from that data. In this case, it means personal data that you give to Us via Our Site. This definition shall, where applicable, incorporate the definitions provided in the Data Protection Act 1998 and EU Regulation 2016/679 – the General Data Protection Regulation (“GDPR”); and

“We/Us/Our”

means Positive Change Partners Limited, a limited company registered in England under company number 5925566 whose registered address is FF10, Brooklands House, 58 Marlborough Road, Lancing, West Sussex, BN15 8AF and whose main trading address is The Office, Heath View, The Common Blindley Heath, Lingfield, Surrey RH7 6LH.

2.             Information About Us

2.1           Our Site is owned and operated by Positive Change Partners Limited, a limited company registered in England under company number 5925566 whose registered address is FF10, Brooklands House, 58 Marlborough Road, Lancing, West Sussex, BN15 8AF and whose main trading address is The Office, Heath View, The Common, Blindley Heath, Lingfield, Surrey RH7 6LH.

2.2           Our VAT number is 934702134

2.3           Our Data Protection Administrator is Cora Ford, and can be contacted by email at info@positivechangepartners.com, by telephone on 01342 837660, or by post at The Office, Heath View, The Common, Blindley Heath, Lingfield, Surrey RH7 6LH.

3.             What Does This Policy Cover?

This Privacy Policy applies only to your use of Our Site. Our Site may contain links to other websites. Please note that We have no control over how your data is collected, stored, or used by other websites and We advise you to check the privacy policies of any such websites before providing any data to them.

4.             Your Rights

4.1           As a data subject, you have the following rights under the GDPR, which this Policy and Our use of personal data have been designed to uphold:

4.1.1      The right to be informed about Our collection and use of personal data;

4.1.2      The right of access to the personal data We hold about you (see section 12);

4.1.3      The right to rectification if any personal data We hold about you is inaccurate or incomplete (please contact Us using the details in section 14);

4.1.4      The right to be forgotten – i.e. the right to ask Us to delete any personal data We hold about you (We only hold your personal data for a limited time, as explained in section 6 but if you would like Us to delete it sooner, please contact Us using the details in section 14);

4.1.5      The right to restrict (i.e. prevent) the processing of your personal data;

4.1.6      The right to data portability (obtaining a copy of your personal data to re-use with another service or organisation);

4.1.7      The right to object to Us using your personal data for particular purposes; and

4.1.8      Rights with respect to automated decision making and profiling.

4.2           If you have any cause for complaint about Our use of your personal data, please contact Us using the details provided in section 14 and We will do Our best to solve the problem for you. If We are unable to help, you also have the right to lodge a complaint with the UK’s supervisory authority, the Information Commissioner’s Office.

4.3           For further information about your rights, please contact the Information Commissioner’s Office or your local Citizens Advice Bureau.

5.             What Data Do We Collect?

Depending upon your use of Our Site, We may collect some or all of the following personal and non-personal data (please also see section 13 on Our use of Cookies and similar technologies):

5.1           name;

5.2           business/company name

5.3           job title;

5.4           profession;

5.5           contact information such as email addresses and telephone numbers;

5.6           demographic information such as post code, preferences, and interests;

5.7           IP address;

5.8           web browser type and version;

5.9           operating system;

5.10        a list of URLs starting with a referring site, your activity on Our Site, and the site you exit to;

6.             How Do We Use Your Data?

6.1           All personal data is processed and stored securely, for no longer than is necessary in light of the reason(s) for which it was first collected. We will comply with Our obligations and safeguard your rights under GDPR at all times. For more details on security see section 7, below.

6.2           Our use of your personal data will always have a lawful basis, either because it is necessary for Our performance of a contract with you, because you have consented to Our use of your personal data (e.g. by subscribing to emails), or because it is in Our legitimate interests. Specifically, We may use your data for the following purposes:

6.2.1      Providing and managing your Account;

6.2.2      Providing and managing your access to Our Site;

6.2.3      Personalising and tailoring your experience on Our Site;

6.2.4      Supplying Our services to you (please note that We require your personal data in order to enter into a contract with you);]

6.2.5      Personalising and tailoring Our services for you;

6.2.6      Replying to emails from you;

6.2.7      Supplying you with emails that you have opted into (you may unsubscribe or opt-out at any time by clicking the unsubscribe link included in marketing emails or contacting our Data Protection Administrator.

6.2.8      Market research;

6.2.9      Analysing your use of Our Site and gathering feedback to enable Us to continually improve Our Site and your user experience;

6.3           With your permission and/or where permitted by law, We may also use your data for marketing purposes which may include contacting you by email, telephone, text message and post with information, news and offers on Our services. We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that We fully protect your rights and comply with Our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

6.4           Third parties whose content appears on Our Site may use third party Cookies, as detailed below in section 13. Please refer to section 13 for more information on controlling Cookies. Please note that We do not control the activities of such third parties, nor the data they collect and use and advise you to check the privacy policies of any such third parties.

6.5           You have the right to withdraw your consent to Us using your personal data at any time, and to request that We delete it.

6.6           We do not keep your personal data for any longer than is necessary in light of the reason(s) for which it was first collected. Data will therefore be retained for the following periods (or its retention will be determined on the following bases):

6.6.1      Data held will be audited at each date of review of Data Protection Policy.

7.             How and Where Do We Store Your Data?

7.1           We only keep your personal data for as long as We need to in order to use it as described above in section 6, and/or for as long as We have your permission to keep it.

7.2           Your data will only be stored in the UK except in the case of third-party tools where their centre of operations may be outside of the European Economic Area (“the EEA”) (The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein). You are deemed to accept and agree to this by using Our Site and submitting information to Us. If We do store data outside the EEA, We will take all reasonable steps to ensure that your data is treated as safely and securely as it would be within the UK and under GDPR

7.3           Data security is very important to Us, and to protect your data We have taken suitable measures to safeguard and secure data collected through Our Site.

7.4           Steps We take to secure and protect your data include:

7.4.1      Computers and documents that hold your personal data are password protected.

8.             Do We Share Your Data?

8.1           We may sometimes contract with third parties to supply products and services to you on Our behalf. These may include payment processing, delivery of goods, search engine facilities, advertising, and marketing. In some cases, the third parties may require access to some or all of your data. Where any of your data is required for such a purpose, We will take all reasonable steps to ensure that your data will be handled safely, securely, and in accordance with your rights, Our obligations, and the obligations of the third party under the law.

8.2           We may compile statistics about the use of Our Site including data on traffic, usage patterns, user numbers, sales, and other information. All such data will be anonymised and will not include any personally identifying data, or any anonymised data that can be combined with other data and used to identify you. We may from time to time share such data with third parties such as prospective investors, affiliates, partners, and advertisers. Data will only be shared and used within the bounds of the law.

8.3           In certain circumstances, We may be legally required to share certain data held by Us, which may include your personal data, for example, where We are involved in legal proceedings, where We are complying with legal requirements, a court order, or a governmental authority.

9.             What Happens If Our Business Changes Hands?

9.1           We may, from time to time, expand or reduce Our business and this may involve the sale and/or the transfer of control of all or part of Our business. Any personal data that you have provided will, where it is relevant to any part of Our business that is being transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this Privacy Policy, be permitted to use that data only for the same purposes for which it was originally collected by Us.

9.2           In the event that any of your data is to be transferred in such a manner, you will not be contacted in advance and informed of the changes. When contacted you will not, however, be given the choice to have your data deleted or withheld from the new owner or controller.]

10.          How Can You Control Your Data?

10.1        In addition to your rights under the GDPR, set out in section 4, when you submit personal data via Our Site, you may be given options to restrict Our use of your data. In particular, We aim to give you strong controls on Our use of your data for direct marketing purposes (including the ability to opt-out of receiving emails from Us which you may do by unsubscribing using the links provided in Our emails and at the point of providing your details).

10.2        You may also wish to sign up to one or more of the preference services operating in the UK: The Telephone Preference Service (“the TPS”), the Corporate Telephone Preference Service (“the CTPS”), and the Mailing Preference Service (“the MPS”). These may help to prevent you receiving unsolicited marketing. Please note, however, that these services will not prevent you from receiving marketing communications that you have consented to receiving.

11.          Your Right to Withhold Information

11.1        You may access certain areas of Our Site without providing any data at all. However, to use all features and functions available on Our Site you may be required to submit or allow for the collection of certain data.

11.2        You may restrict Our use of Cookies. For more information, see section 13.

12.          How Can You Access Your Data?

You have the right to ask for a copy of any of your personal data held by Us (where such data is held). Under the GDPR, no fee is payable and We will provide any and all information in response to your request free of charge. Please contact Us for more details at info@positivechangepartners.com or using the contact details below in section 14. 

13.          Our Use of Cookies

13.1        By using the site, you agree to our Cookie Policy. If you wish to restrict cookies being used, please update your browser settings to restrict access. This notification is served when you use Our site via a pop-up window.

13.2        Our Site may place and access certain first party Cookies on your computer or device. First party Cookies are those placed directly by Us and are used only by Us. We use Cookies to facilitate and improve your experience of Our Site and to provide and improve Our services. We have carefully chosen these Cookies and have taken steps to ensure that your privacy and personal data is protected and respected at all times.

13.3        By using Our Site you may also receive certain third party Cookies on your computer or device. Third party Cookies are those placed by websites, services, and/or parties other than Us. Third party Cookies are used on Our Site for analysing the use of Our site. For more details, please refer to section 6, above, and to section 13.6 below. These Cookies are not integral to the functioning of Our Site and your use and experience of Our Site will not be impaired by refusing consent to them.

13.4        All Cookies used by and on Our Site are used in accordance with current Cookie Law.

13.5        Our Site uses analytics services provided by Google Website analytics refers to a set of tools used to collect and analyse anonymous usage information, enabling Us to better understand how Our Site is used. This, in turn, enables Us to improve Our Site and the products services offered through it. You do not have to allow Us to use these Cookies, however whilst Our use of them does not pose any risk to your privacy or your safe use of Our Site, it does enable Us to continually improve Our Site, making it a better and more useful experience for you.

13.6        The analytics service(s) used by Our Site use(s) Cookies to gather the required information.

13.7        The analytics service(s) used by Our Site use(s) the following Cookies:

Name of Cookie: _ga
First / Third Party: Third
Provider: Google Analytics
Purpose: Used to distinguish users.

Name of Cookie: _gid
First / Third Party: Third
Provider: Google Analytics
Purpose:  Used to distinguish users.

Name of Cookie: _gat
First / Third Party: Third
Provider: Google Analytics
Purpose: Used to throttle request rate.

Name of Cookie: AMP_TOKEN
First / Third Party: Third
Provider: Google Analytics
Purpose: Contains a token that can be used to retrieve a Client ID from AMP Client ID service. Other possible values indicate opt-out, inflight request or an error retrieving a Client ID from AMP Client ID service.

Name of Cookie: _gac_<property-id>
First / Third Party: Third
Provider: Google Analytics
Purpose: Contains campaign related information for the user. If you have linked your Google Analytics and AdWords accounts, AdWords website conversion tags will read this cookie unless you opt-out.

Name of Cookie: __utma
First / Third Party: Third
Provider: Google Analytics
Purpose: Used to distinguish users and sessions. The cookie is created when the javascript library executes and no existing __utma cookies exists. The cookie is updated every time data is sent to Google Analytics.

Name of Cookie: __utmt
First / Third Party: Third
Provider: Google Analytics
Purpose: Used to throttle request rate.

Name of Cookie: _utmb
First / Third Party: Third
Provider:  Google Analytics
Purpose: Used to determine new sessions/visits. The cookie is created when the javascript library executes and no existing __utmb cookies exists. The cookie is updated every time data is sent to Google Analytics.

Name of Cookie: __utmc
First / Third Party:  Third
Provider: Google Analytics
Purpose: Not used in ga.js. Set for interoperability with urchin.js. Historically, this cookie operated in conjunction with the __utmb cookie to determine whether the user was in a new session/visit.

Name of Cookie: __utmz
First / Third Party: Third
Provider: Google Analytics
Purpose: Stores the traffic source or campaign that explains how the user reached your site. The cookie is created when the javascript library executes and is updated every time data is sent to Google Analytics.

Name of Cookie: __utmv
First / Third Party: Third
Provider: Google Analytics
Purpose: Used to store visitor-level custom variable data. This cookie is created when a developer uses the _setCustomVar method with a visitor level custom variable. This cookie was also used for the deprecated _setVar method. The cookie is updated every time data is sent to Google Analytics.

13.8        In addition to the controls that We provide, you can choose to enable or disable Cookies in your internet browser. Most internet browsers also enable you to choose whether you wish to disable all cookies or only third party Cookies. By default, most internet browsers accept Cookies but this can be changed. For further details, please consult the help menu in your internet browser or the documentation that came with your device.

13.9        You can choose to delete Cookies on your computer or device at any time, however you may lose any information that enables you to access Our Site more quickly and efficiently including, but not limited to, login and personalisation settings.

13.10     It is recommended that you keep your internet browser and operating system up-to-date and that you consult the help and guidance provided by the developer of your internet browser and manufacturer of your computer or device if you are unsure about adjusting your privacy settings.

14.          Contacting Us

If you have any questions about Our Site or this Privacy Policy, please contact Us by email at info@positivechangepartners.com, by telephone on 01342 837660  or by post at The Office, Heath View, The Common, Blindley Heath, Lingfield, Surrey RH7 6LH. Please ensure that your query is clear, particularly if it is a request for information about the data We hold about you (as under section 12, above).

15.          Changes to Our Privacy Policy

We may change this Privacy Policy from time to time (for example, if the law changes). Any changes will be immediately posted on Our Site and you will be deemed to have accepted the terms of the Privacy Policy on your first use of Our Site following the alterations. We recommend that you check this page regularly to keep up-to-date.

TERMS AND CONDITIONS

These terms and conditions shall govern the provision of Training Coaching and Consultancy Services (as defined below) by PCP to the Customer to the exclusion of all other terms and/or conditions whether included in any acknowledgement, communication or otherwise from either party unless otherwise agreed between the parties in writing.

1.              DEFINITIONS

1.1.          In this Agreement, unless the context requires otherwise, the following expressions shall have the following meanings:

‘Agreement’ means these Standard Terms and Conditions for the provision of Services;

’Confidential Information’ means all information, whether provided in writing or orally, and disclosed by one party to the other party, or to any employee or sub-contractor of either party whether before or after the date of the Agreement, including, without limitation, any information relating to the Customer's customers, 3rd party provider’s confidential information, products, training materials, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, market opportunity and business affairs;

‘Services’ shall mean any training coaching or consultancy services that are detailed in the Proposal;

‘Customer’ means the person, firm or company whose details are set out in the Proposal;

‘Commencement Date’ means the estimated date of commencement of the Services which will be recorded in the Proposal or as agreed between the parties;

‘PCP’ shall mean Positive Change Partners Ltd, Registered Number 5925566 whose registered office address is at FF10, Brooklands House, 58 Marlborough Road, Lancing, West Sussex, BN15 8AF; And whose office address is at The Office, Heath View, Them Common Blindley Heath, Lingfield, Surrey RH7  6LH

‘Price’ means the price for the provision of Services detailed in the Proposal;

’Proposal’ shall mean the schedule that upon completion and signature or agreement by the Customer and PCP shall, together with this Agreement, form the Contract between the Customer and PCP. Should any Agreement and/or condition included in the Proposal conflict with any clause and/or condition in this Agreement the clause and/or condition in the Proposal shall take precedence to the extent a conflict exists;  and

‘Zingela’ shall mean a division of PCP

1.2.          References to any statutory provision shall include reference to a statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement.

2.              ESTIMATES AND SERVICES

2.1.          PCP will provide in the Proposal an estimate of charges for Services. Unless explicitly stated, such estimate shall not be binding on PCP or convert the Contract to a fixed price contract in respect of such Services. Confirmation of a Customer’s order shall be deemed to have taken place when signed confirmation of the Proposal or email confirmation is received from the Customer.

2.2.          If PCP determines that any estimate in a Proposal will be materially exceeded, it shall notify the Customer of such excess and upon receipt of notification, the Customer may elect to terminate the Services upon 7 days notice.

2.3.          Should the Customer terminate a Contract or Agreement for any reason, then the Customer shall be liable to pay PCP a sum equal to the anticipated cumulative billings which but for such termination would have been payable by the Customer up until the earliest time when the Customer was contractually entitled to terminate the Agreement.

2.4.          In addition to 2.3 if the Contract refers to training or coaching, PCP  reserve the right to charge a fee for the Customer’s cancellation or postponement of any agreed training days on the following basis:

2.4.1.      Between 30 and 10 days of any confirmed training day(s) - 25% of the fee(s) for that training day(s).

2.4.2.      Within 9 days of any confirmed training day(s) - 75% of the fee(s) for that training day(s).

2.4.3.      Within 2 days of any confirmed training day(s) - 100% of the fee(s) for that training day(s).

2.5.          The Customer shall pay or reimburse to PCP (on production of vouchers and/or other evidence) all reasonable and proper expenses incurred in connection with the provision of the Services including but not limited to travel and accommodation expenses. Car mileage allowances will be payable by the Customer to PCP in accordance with AA guidelines;

2.6.          Each Proposal shall designate a representative for the Customer and a Consultant for PCP who shall each have sufficient authority to represent the Customer and PCP respectively on all matters arising in connection with the performance of the respective Services. Either party may replace its representative upon reasonable notice to the other party, provided such replacement has the appropriate skills, knowledge and expertise to perform the role.

2.7.          Upon agreement in writing of a Proposal, PCP shall provides the Services in accordance with these terms and conditions and the Customer shall pay the fee for the Services as set out in the agreed Proposal.

3.              INTELLECTUAL PROPERTY

3.1.          Subject to clause 3.2 below, any intellectual property relating to the Services created or developed during the supply of the Services shall be owned by PCP and PCP reserves proprietary rights on all programme notes and material provided for a Customer or a delegate of the Customer (“Delegate”) and no part of any programme notes or material may be reproduced or transmitted in any form or by any means electronic mechanical photocopying recording or otherwise or stored in any retrieval system of any nature without the written permission of PCP.

3.2.          PCP shall not acquire any intellectual property rights derived from the Confidential Information of the Customer.

3.3.          PCP reserves proprietary rights on all training and programme notes and material provided for a Customer or Delegate and no part of any training or programme notes or material may be reproduced or transmitted in any form or by any means electronic mechanical photocopying recording or otherwise or stored in any retrieval system of any nature without the written permission of PCP.

4.              PRICE AND PAYMENT

4.1.          The Customer shall pay to PCP the Price as invoiced.

4.2.          Unless otherwise stated in the Proposal, all invoices issued to the Customer shall be payable within 15 days of the date of issue. The Customer shall not be permitted to make any deduction from the Price whether in respect of set-off, counterclaim or otherwise.

4.3.          The Price and any additional charges payable hereunder, are exclusive of VAT that shall be paid by the Customer in the amount and manner prescribed by law.                            

4.4.          Payment for Services must be paid prior to the Commencement of such unless otherwise agreed in writing by an officer of PCP.

4.5.          PCP reserve the right to charge a deposit of up to 25% of the order fee and, where this is charged, this fee must be paid at least one month prior to Commencement of training.

4.6.          Cheques must be made payable to Positive Change Partners Ltd.

4.7.          PCP may charge interest at the rate of 4% above HSBC Bank Base Rate from the due date until the date of payment, whether before or after judgement, on any unpaid sum due from the Customer to PCP under this Agreement or Proposal.

4.8.          Without prejudice to any of its other rights, PCP shall be entitled to suspend its obligations under this Agreement or a Proposal for so long as any payment due hereunder remains outstanding.

5.              TERMINATION

5.1.          PCP may terminate this Agreement or any Proposal without penalty upon not less than 5 days notice in writing to the Customer..  Following such a termination PCP will repay to the Customer any amounts that the Customer has paid to PCP in respect of Services that PCP will no longer be providing to the Customer. 

5.2.          Otherwise than as may be provided in relation to this Agreement, either party may terminate this Agreement or Proposal by giving no less than 90 days notice in writing to the other. However, for the avoidance of doubt in the event of termination by the Customer the Customer shall pay for any Services that have been booked whether or not they were due to complete before the date of termination by the Customer and PCP will continue to provide such Services if required by the Customer.

5.3.          Either party ("Initiating Party") may terminate this Agreement at any time forthwith by notice in writing if:

5.3.1.      The other party (the "Breaching Party") is in material breach of any of its material obligations under this Agreement and (if the breach is capable of remedy) fails to remedy the breach within 30 days after receipt of notice in writing from the Initiating Party giving particulars of the breach and requiring the Breaching Party to do so;

5.3.2.      A resolution is passed or an order is made for the winding up (or equivalent order in the relevant jurisdiction) of the other party otherwise than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction and in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the obligations imposed on the other party under this Agreement; or

5.3.3.      The other party becomes subject to an administration order; a liquidator, receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of, any of the other party's property or assets; the other party enters into an arrangement or composition with its creditors; the other party ceases or threatens to cease to carry on business; the other party becomes insolvent; or the other party ceases to be able to pay its debts as they fall due.

6.              EFFECTS OF TERMINATION

6.1.          Any termination of this Agreement (howsoever occasioned) or Proposal shall not affect any accrued rights or liabilities of either party which have arisen on or before the date this Agreement or Proposal terminates, nor shall it affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

6.2.          The following Clauses shall survive termination of this Agreement: 1, 2, 3, 6, 8, 9, 14 and 18.

7.              ASSIGNMENT AND SUBCONTRACTING

7.1.          The Customer shall not be entitled to assign this Agreement nor any Proposal without PCP’s express written consent.

7.2.          PCP shall be entitled to sub-contract the supply of the Services to any third party that it deems is appropriately skilled to provide the same, although PCP shall remain primarily liable to the Customer regarding the use of such sub-contractors.

8.              CONFIDENTIALITY

8.1.          During the term of this Agreement and after the termination or expiry of this Agreement for any reason whatsoever each party shall:

8.1.1.      keep the Confidential Information confidential;

8.1.2.      not disclose the Confidential Information to any other person other than with the prior written consent of the other party

8.1.3.      not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.

8.2.          The obligations contained in Clauses 8.1 shall not apply to any Confidential Information which:

8.2.1.      is at the date of this Agreement in, or at any time after the date of this Agreement comes into, the public domain other than through a breach of this Agreement;

8.2.2.      can be shown to have been known prior to it being disclosed to  the receiving party;

8.2.3.      subsequently comes lawfully into the possession of the receiving party from a third party; or

8.2.4.      is otherwise disclosed through process of law.

8.3.          Neither party shall disclose the existence or contents of this Agreement without the prior written consent of the other party.

9.              LIABILITIES AND INDEMNITIES

9.1.          PCP accepts no liability for errors attributable to inaccuracies in information prepared by third parties or supplied to PCP by the Customer.

9.2.          PCP excludes all liability for errors or omissions of 3rd party providers whether or not they have been introduced to the Customer by PCP.  PCP may, subject to availability, introduce you to one or more of their 3rd party team of professionals and the final decision on which professional partner to work with will remain with the Customer and PCP therefore recommend the Customer complete full due diligence in this regard before contracts are signed with such professional.

9.3.          Neither party shall exclude or restrict liability for death or personal injury resulting from its negligence or that of its employees, servants or agents during the course of the Agreement.

9.4.          Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise, including those in respect of satisfactory quality and fitness for purpose, and any liabilities arising there from, are hereby excluded.

9.5.          Neither party shall in any circumstances be liable to the other for loss of profits, business or contracts or any other indirect or consequential loss caused in any way by some act, omission, or misrepresentation (excluding any fraudulent misrepresentation) committed in connection with this Agreement (whether arising from negligence, breach of contract or howsoever), even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss.

9.6.          Other than in respect of Clause 9.2, the total aggregate liability of one party to the other from any cause relating to or arising out of this Agreement, regardless of the form of action whether in contract, tort or otherwise, will not, in respect of the Services exceed the Price paid by the Customer under a Contract..

9.7.          Other than in respect of Clause 9.2, neither party shall have any liability to the other in any respect unless it shall have served notice of the same on the other party within 30 days of the date on which it became aware of the circumstances giving rise to any such claim or the date when it ought reasonably to have become so aware.

9.8.          Each provision of this Clause 9, limiting or excluding liability, operates separately and shall survive independently of the other provisions and the invalidity, illegality or unenforceability of any provision of this Clause 9 shall not affect or impact the continuation in force of the remainder of this Agreement.

10.           WARRANTIES

PCP warrants:

10.1.       That it will carry out all aspects of the Services with reasonable skill and care and to generally accepted industry standard.

10.2.       That it has the right and authority to enter into this Agreement.

10.3.       The Customer's sole remedy in relation to any breach of any of the above warranties shall be that PCP shall perform, at its sole expense, all rectification services necessary to render the Services compliant with the above warranties.

11.           VARIATIONS

11.1.       The Customer shall be entitled at any time prior to completion of the Services to request that PCP modify any aspect of the scope of such Services.

11.2.       The Customer shall provide PCP with full particulars of any requested modification and such further information as PCP may reasonably require. Within 14 days of receipt of such request PCP shall inform Customer in writing of the alterations to any timeframe that may have been agreed for completion of the Services and any additional prices payable to implement such modification. For the avoidance of doubt, the Price originally payable for the Services by the Customer shall not be reduced because of a request for modification.

11.3.       If the Customer elects to proceed with such modification then the timeframe and prices payable shall be amended as indicated by PCP pursuant to Clause 11.2 above.

12.           PERSONNEL

12.1.       PCP shall use all its reasonable endeavours to avoid replacing the personnel assigned to perform the Services during the currency of the Proposal. However, in the event of replacement being necessary or desirable, PCP shall replace such personnel with personnel of commensurate skill and expertise. Nothing in this clause shall relieve PCP of any of its obligations or its responsibilities for any acts or omissions of its personnel under this Agreement.

13.           FORCE MAJEURE

13.1.       Neither party shall be liable for failure to perform its obligations under this Agreement if such failure results from circumstances beyond that party's reasonable control including but not limited to strikes, lock-outs, labour disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood or storm ("Event of Force Majeure").

13.2.       Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

14.           NON-SOLICITATION

14.1.       During the term of this Agreement and, should the Agreement terminate, for a period of 12 months from the date of the last Invoice of Price, neither party will employ or solicit for employment any member of the other's then current personnel connected with the performance of this Agreement.

15.           GENERAL

15.1.       No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties by a duly authorised officer of each of the parties.

15.2.       The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

15.3.       The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.

15.4.       Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party, or to contract in the name of, or to create a liability against, the other party in any way or for any purpose.

16.           ENTIRE AGREEMENT

16.1.       This Agreement (as amended from time to time), together with any document expressly referred to in the Agreement, contains the entire Agreement between the parties relating to the subject matter covered and supersedes any previous Agreement, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement.

16.2.       The Customer confirms that, in agreeing to enter into this Agreement, it has not relied on any representation save insofar as the same has expressly in this Agreement been made and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of this Agreement, save that the Agreement of the Customer contained in this Clause 16.2 shall not apply in respect of any fraudulent or negligent misrepresentation, whether or not such has become a term of this Agreement.

17.           NOTICES

17.1.       Any notice under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by recorded delivery or courier to the address of the party set out in this Agreement or to any other person or address subsequently notified by one party to the other.

17.2.       In the absence of evidence of earlier receipt any notice shall be deemed to be duly given:

17.2.1.    if delivered personally when left at the address referred to in the Proposal; or

17.2.2.    if sent by recorded delivery three (3) days after posting it; or

17.2.3.    if sent by courier, when received.

18.           GOVERNING LAW

19.           This Agreement and any Proposal agreed hereunder shall be governed by, and construed in accordance with, the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English courts.