Terms of business

Introduction
This document states the terms of business (“Terms”) under which Longdown Associates Limited (“Longdown”) operates and while Longdown will provide services as specifically agreed with the Client these Terms are of paramount application to all work undertaken by Longdown unless provision for variation is made within these Terms and a variation mutually agreed in writing.

Confidentiality
Longdown will treat information and documentation received by them from the Client as confidential and will only disclose such information and documentation to any third parties where it is necessary to so do in fulfilling their service obligations to the Client and otherwise where so instructed or authorised by the client or obliged to do so by the provision of any applicable law or regulation. When required by the Client, Longdown will enter into a specific confidentiality agreement.

Period of Contract
The contract will continue until all the services under it have been provided, unless it is terminated earlier in accordance with the remainder of this paragraph. The Client may terminate the contract at any time by giving written notice to Longdown. Longdown may terminate the contract forthwith by giving written notice to the Client if: a) the Client fails to pay any of Longdown’s invoices within 60 days of issuance; b) the Client is unable to pay its debts or has a receiver, administrator or liquidator appointed; or c) Longdown shows any other good cause for terminating the contract.

Timing
Longdown will make reasonable efforts to adhere to any timetable specifically agreed with the Client.

Reports
Reports on the progress of work being undertaken by Longdown will be given to the Client at any intervals or timings which have been agreed with the Client. In the absence of any specific agreement on the timing of reports Longdown will exercise its judgement consistent with its intention of keeping the Client reasonably informed of the progress of the work being conducted by Longdown.

Assigned Consultant
In the event that a named member or members of the Longdown team has been assigned by specific agreement with the Client to any particular contract (or part thereof) being undertaken for the Client, Longdown will make reasonable efforts to ensure that the team member/s so assigned is available to undertake the particular contract (or part thereof). Longdown will endeavour to give the Client reasonable notice of any necessary change in the team member/s and provide details of any proposed replacement.

Methods of Reporting and Communication
Longdown will produce documentation using Microsoft products usually MS Word, MS Excel and MS PowerPoint and Longdown’s usual method of communication will be by email to the Client’s designated personnel, supported by telephone communications and meetings as may be necessary.

Conduct of work and liability
The Client will provide in a timely and adequate manner all information, documentation, instructions and assistance reasonably necessary to enable Longdown to provide its services and, where applicable, the Client will ensure that its appropriate personnel are available for this purpose. Longdown will use its best endeavours in conducting work on behalf of the Client, however in the event of any actual or alleged loss or damage of any kind suffered by the Client as a result of actions or omissions of Longdown, whether negligent or not, any liability incurred by Longdown will be limited to no more than an amount equal to the annual fees otherwise due from the client in respect of the relevant contract. In no circumstances Longdown will be liable for any loss or damage arising from reliance placed on any information given by the Client or from the Client’s failure to give any relevant information.

Remuneration
In the absence of prior agreement with the Client to the contrary, Longdown will be remunerated by the payment of fees charged on a time basis at the appropriate hourly rates for the member/s of Longdown team undertaking the work. The fees will include time spent on travelling and attending meetings, research, considering, preparing and working on papers, correspondence, and making and receiving telephone calls. Further, the Client will reimburse Longdown for disbursements and incidental expenses (including charges for travel, telephone calls, facsimile messages, printing and photocopying). Longdown fees are exclusive of those of any other professional advisers appointed by Longdown at the Client’s request or with the Client’s approval. All fees, expenses and disbursements are exclusive of any Value Added Tax or other tax which Longdown may be required by local law to collect and the Client will be liable for all such taxes.

Payments
Unless otherwise agreed, Longdown will issued invoices at monthly interval for fees, disbursements and any other amounts due. In all circumstances invoiced amounts shall be payable to Longdown within 35 days of the date of the invoice and, in the event that payment is not made within this period, interest shall be payable to Longdown at the rate of 5% per annum above HSBC’s UK base rate.

Estimates
Any estimate of fees or the time likely to be involved will be given in good faith for planning, budgetary or other purposes only and will not be contractually binding.

Work Locations
If Longdown is required by the Client to work at the Client’s premises (or at any location other than that of Longdown) the Client will provide Longdown’s personnel with the facilities reasonably necessary to enable them to undertake the contracted work in a safe, healthy and appropriate working environment.

Waiver and Amendment
No waiver of or amendment to any aspect of these Terms will be effective unless it is made or confirmed in writing signed by both Longdown and the Client.

Force Majeure
Neither Longdown nor the Client will be liable to the other for any failure to fulfil its obligations caused by circumstances outside its reasonable control.

Third Parties
These Terms set out the rights and obligations of the Client and Longdown only. For the purposes of the Contracts (Rights of Third Parties) Act 1999, nothing in these Terms shall confer or purport to confer any benefit or the right to enforce any term on a third party.

Governing Law
The contract between Longdown and the Client shall have legal effect and is made in accordance with English law and subject to the exclusive jurisdiction of the English Courts.

Date of these Terms of Business: 1 April 2004.