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Standard Conditions of Engagement (non-residential)

Eddisons Taylors

  1. Interpretation

    1. In these Conditions the following terms shall have the following meanings:

      Business

      if relevant, the Business, trade or profession carried on or to be carried on by the Client or the Proposed Borrower

      Conditions

      the terms of engagement set out in this document, any applicable supplemental terms of the Supplier and, unless the context otherwise requires, any special terms agreed in writing between the Supplier and the Client

      Contract

      the Contract for the supply of the Services to be provided by the Supplier to the Client

      Client

      a person who accepts a quotation from the Supplier for the supply of the Services or whose order for Services is accepted by the Supplier. For the avoidance of doubt, reference to the Client shall not include the Proposed Borrower unless a Director of the Supplier agrees otherwise in writing

      Date of Valuation

      the date as of which the Valuation and/or appraisal contained in the Report is stated to be expressed

      Normal Working Hours

      the hours between 9:00am and 5:30pm each day excluding Saturdays, Sundays and English public holidays

      Property

      those freehold and/or leasehold premises which the Supplier agrees in writing with the Client shall form the subject matter (or part of the subject matter, as the case may be) of the Report

      Proposed

      the individuals or undertaking (whether incorporated or unincorporated) Borrower" proposing to obtain finance on the Property and/or Business referred to in the Report

      Report

      a Report prepared by the Supplier in accordance with the Royal Institution of Chartered Surveyors Valuation Standards sixth edition and the International Valuation Standards unless otherwise agreed with the Client in writing. The Report is prepared for the Client only and is a business appraisal/valuation only. For the avoidance of doubt, the Report is not a Report of a survey, whether a 'building condition survey', 'structural survey' or otherwise and no such building condition or structural survey is carried out

      Services

      the Services which the Supplier is to provide to the Client under the Contract, including the Report and as set out in the confirmation of the Terms of Engagement

      Supplier

      Supplier Eddisons Taylors is a trading name of Eddisons Commercial Limited. Registered in England 3280893. Registered Office: Toronto Square, Toronto Street, Leeds LS1 2HJ

    2. The headings in these Conditions are for convenience only and shall not affect their interpretation. Unless the context requires otherwise, the singular shall include the plural and vice versa. References to any statute shall include any amendment, variation or replacement of the same.

    3. In the event of any conflict or discrepancy between the Report and these Conditions, then unless specifically stated otherwise, these Conditions shall prevail.

    1. Basis of Supply

      1. The Supplier shall supply the Services to the Client in accordance with these Conditions.

      2. Save as expressly agreed in writing by the Supplier, these Conditions are the only terms and conditions on which the Supplier is prepared to deal with the Client and shall apply to the exclusion of any other express or implied conditions, including any terms and conditions to which the order of the Client may purport to be subject.

      3. No variation or addition to these Conditions shall be binding upon the Supplier unless agreed in writing between a Director of the Supplier and a duly authorised representative of the Client.

      4. Subject to any variation in accordance with clause 2.3, these Conditions (together with any matters referred to on the face of the Supplier's quotation and/or order confirmation) embody the entire understanding of the parties and override any prior promises, undertakings or representations.

      5. Any quotation, tender or price list in whatever form given to the Client is subject to these Conditions and does not constitute an offer to supply.

      6. The Supplier shall only be bound by an order when written confirmation of the order has been given to the Client by the Supplier.

      7. The Supplier's employees or agents are not authorised to make any representations concerning the Report unless confirmed by the Supplier in writing. The Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
      8. The Supplier does not guarantee that the report and/or other services provided by the Supplier following agreement with an intermediary
    2. No reliance on Report by Third Parties

      1. The Report and any other Services provided by the Supplier under the Contract are prepared for and supplied for the Client only. The parties envisage that the Report and Services may not be relied upon by any third party, including the Proposed Borrower.
      2. To the extent that the Client discloses the Report to any third party (including, without limitation, the Proposed Borrower and the prospective lender (noted in clause 6.4.2)) (the "Third Party") in accordance with these Conditions (including, without limitation, clause 16 "Confidentiality"), and notwithstanding the provisions of clause 9.5 (which the Client shall comply with in addition to this clause 3.2), the Client shall notify the Third Party to whom disclosure is made in writing of the following:
        1. that the Third Party is not a party to the Contract;
        2. that the Report and the Services are provided to the Client only and are not provided for the benefit of the Third Party;
        3. that the Third Party may not rely on the Report or other Services in any way;
        4. that the Third Party should obtain its own report in respect of the Property and/or Business if it wishes to find out about the Property and/or the Business.
    3. Charges

      1. The Supplier's charges shall be the Supplier's quoted charges or, where no charges have been quoted, shall be calculated by reference to the charges, retainers, daily and hourly rates set out in the Supplier's list of charges last published before the date on which the Client's order is accepted by the Supplier.
      2. All charges are exclusive of any applicable value added tax or any other taxes, levies or duties which will be added or charged on invoices at the appropriate rates.
    4. Payment

      1. Unless otherwise specified in these Conditions or agreed in writing:
        1. the Supplier may invoice the Client at any time for the price of the services;
        2. the Client shall pay the invoice (in full without any set off, deduction or counterclaim) within 30 days of the date of the invoice. Time of payment of the price shall be of the essence of the Contract.
      2. If the Client fails to make any payment at the time or within the period prescribed by these Conditions, then without prejudice to any other right or remedy available, the Supplier may in its sole discretion:
        1. suspend the performance of any or all of its obligations under the Contract; and/or
        2. charge interest (both before and after any judgement) on a day to day basis at the rate of 4% above the base lending rate of Barclays Bank plc from time to time until payment; and/or
        3. terminate the Contract and any other Contract between the Supplier and the Client for the provision by the Supplier of the Services.
    5. Services

      1. The Services shall be provided by the Supplier in accordance with these Conditions and any description set out in the Supplier's confirmation of the Terms of Engagement.
      2. Where the timescales are given in the Supplier's quotation or documentation for the performance of any Services, such timescales are given as estimates only and accordingly no liability shall accrue to the Supplier in the event that any such timescales are not met.
      3. Except where otherwise agreed by the Supplier in writing, the Services shall only be provided during Normal Working Hours.
      4. The Supplier shall prepare and supply the Report to the Client. It is for the sole use of:
        1. if the Client is a commercial secured lender, the Client to assist in its appraisal of an application made by the Proposed Borrower in respect of the Property and/or the Business; or
        2. if the Client is an intermediary, the Client and the prospective lender to assist them in assessing whether the prospective lender wishes to instruct its own Report for secured lending purposes and for no other purpose whatsoever PROVIDED THAT the Supplier shall not be liable to any such prospective lender in respect of any of the Services to be performed under the Contract with the Client; or
        3. if the Client is not described in clauses 6.4.1 or 6.4.2, the Client to assist for the specific purposes as agreed in writing by the parties.
        For the avoidance of doubt, the Report and any other Services are not intended for the Proposed Borrower or the prospective lender unless a Director of the Supplier agrees in writing otherwise or unless the Report states otherwise.
    6. 2.6 Valuations of Businesses

      1. This clause 7 shall apply to the extent that the Services which the Supplier has agreed to provide to the Client include the Valuation of a Business. The other clauses of these Conditions generally will apply to the Valuation of Businesses.
      2. If the Report includes comments and projections as to the potential of the Business concerned, the projection of trading potential of the Business concerned over the next twelve months or other specified period stated in the Report is based upon the Supplier's own investigations and such other sources as detailed in the Report, and makes the following assumptions:
        1. that the Business shall at all times be managed and operated by a competent and diligent owner devoting all due time and care to the affairs of the Business;
        2. that the Business shall at all times be properly capitalised, stocked and staffed;
        3. that the trading position, financial and market situation prevailing at the date of the Report shall not vary during the period of assessment;
        4. that the nature, character, extent and pricing structure of the Business shall not materially alter, unless specifically stated to the contrary in the Report;
        5. that all proper and prudent insurance cover for the Business shall be taken out and maintained;
        6. that there has been no suppression, deception or falsification of material facts by the vendor, proprietor, and/or Proposed Borrower;
        7. that there are no known onerous features of the Business against which the Proposed Borrower should make specific provision.
      3. The assumptions set out in the clause above are not verified by the Supplier and the Client should therefore make its own written enquiries before relying upon them. In the event of a future change in the trading potential or actual level of trade from that indicated by the information and assumptions utilised, the values reported could vary.
      4. The Supplier does not accept responsibility for losses or damages of any nature whatsoever which may results directly or indirectly from mismanagement, under funding or understaffing of the Business, market trends or fluctuations or any other factors whatever which are outside the Supplier's influence or control or changes in the nature, character, extent or pricing structure of the Business, or the absence of adequate insurance cover for the Business or for the suppression of material facts from the supplier.
      5. Whether or not stated in the Report if there is any qualification as to the source of any particular information, it remains the responsibility of the Client and the Proposed Borrower to ensure that all the usual prudent and appropriate enquiries are made prior to any offer of finance or placing any reliance upon this report. Such enquiries shall include, without limitation, the taking of independent professional advice from solicitors and accountants, the entering into of a professionally drawn up acquisition agreement with the appropriate warranties being taken from the vendor or proprietor, the taking up of all necessary trade and bank references, the inspection of the accounts of the vendor or proprietor or Proposed Borrower, examinations of all necessary consents, regulations, permissions, licences and bylaws, and all the usual searches and other precautions taken by a solicitor, accountant or other professional adviser in connection with the purchase or mortgage of a Property and/or a Business.
      6. The Report is not intended to replace any of the investigations or enquiries referred to above and the Supplier does not accept responsibility for losses or changes of any nature whatsoever whether directly or indirectly arising out of the failure of the Client (and the Proposed Borrower) to make such enquiries. The Report may, indeed, point to further enquiries being necessary.
      7. It is the Client's responsibility to ensure that all trading information provided to the Supplier is substantiated by audited/certified accounts and, where appropriate, an accountant's certificate. Any discrepancy which results from such documentation should be reported to the Supplier as soon as practicable in order that any necessary adjustments may be made to the Report.
      8. The Report does not offer advice as to whether money should be advanced or lent, whether or not appropriate security should be taken or, indeed, whether the Business itself should properly be acquired by the Proposed Borrower.
      9. The Supplier does not supply "investment advice" either for the purposes of the Financial Services Act 1986 or at all. The Supplier does not offer advice as to whether shareholdings or debentures should be taken in the case of an incorporated business or equity acquired in the case of an unincorporated business or partnership. Should the Client and/or the Proposed Borrower require such advice, they should seek assistance from their independent financial adviser/solicitor. Except as expressly stated in the Report, the Supplier does not advise as to the nature or adequacy of the insurance requirements of the Business and the Client and Proposed Borrower are advised to consult an insurance broker or another suitably qualified adviser in this respect.
    7. The Report – Assumptions

      1. In making the Report the Supplier makes the assumptions set out in this clause. The Supplier shall be under no obligation to verify any of these assumptions. It remains the responsibility of the Client, its professional advisers and the Proposed Borrower to ensue that all appropriate enquiries and investigations are made and the Report is not intended to replace any of those enquiries/investigations. The assumptions referred to in this clause 8.1 are as follows:
        1. no arrangements are made for any investigation to be carried out to determine whether or not any deleterious or hazardous materials, substances or gases have been used in the construction of the Property (or stored on it at any time), or has since been incorporated, and the Supplier is therefore unable to report whether the Property is free from risk in this respect. For the purpose of this Report the Supplier assumes that such investigation would not disclose the presence of any such material to any significant extent;
        2. that the Property is not subject to any unusual or especially onerous covenants, easements, rights of way, restrictions, encumbrances or outgoings which might affect the Supplier's valuation or which might prevent all or part of the Property from being properly used (whether in its own right or, if relevant, in connection with the Business);
        3. that the title to the Property is as described to the Supplier by the Client/vendor/Proposed Borrower and as referred to in this Report and that the Client/vendor/Proposed Borrower has a good and marketable title to the estate or interest which the Supplier has valued. Unless indicated to the contrary, title deeds and/or lease documents are not inspected or seen. Any interpretation of leases and other legal documents and any legal assumptions are given in the Supplier's capacity as business Valuer and appraiser and must be verified by a suitably qualified lawyer if they are to be relied upon;
        4. that the valuation of the Property and/or Business is unaffected by any matters which would be revealed by any searches and replies to such enquiries as are raised or should properly be raised by the Client and/or the Proposed Borrower and/or by solicitors acting on its/his behalf or by any statutory notice, restriction or liability; the Supplier must be advised immediately of any variations as to this assumption as any such matters could adversely affect the Valuation of the Property and/or business;
        5. that the Property and/or Business, its use or intended use, or its condition are not in any way unlawful or in breach of any lease, licence, contract or provisions of Planning legislation, Building Control, Licensing Acts, Care Standards Acts, Environmental Health acts, or any other statutory provisions;
        6. if relevant, that the plant, machinery, equipment, fixtures and fittings are in serviceable order, (and where relevant, are adequate for the effective trading of the Business) and shall remain so for the foreseeable future;
        7. that the Property has lawful and proper direct access from a publicly maintained highway without payment of any fee or contribution;
        8. that no contaminative or potentially contaminative uses have ever been carried out in the Property. Unless otherwise stated, the Supplier is not aware of the content of any environmental audit or other environmental investigation or soil survey which may have been carried out on the Property and which may draw attention to any contamination or the possibility of any such contamination. The Supplier does not carry out an investigation into past or present uses, either of the Property or of any neighbouring land, to establish whether there is any contamination or potential for contamination to the Property from these uses or sites, and the Supplier therefore assumes that none exists. Any such investigations are the responsibility of the Client. However, should it be established subsequently that any contamination seepage or pollution exists at the Property or on any neighbouring land, or that the Property has been or is being put to a contaminative use, this might reduce the values reported;
        9. value added tax, taxation, grants and allowances are not included in capital and rental values and, unless specified otherwise in the Report, these are always stated on a basis exclusive of any VAT liability, even though VAT will in certain circumstances be payable. It is assumed for the purposes of Valuation that any potential purchaser is able to reclaim VAT, unless stated otherwise;
        10. In preparing the Report on a Business or Property which is/will be owned or operated by a limited company the Supplier does not make any enquiries about any aspects of the limited company, its members or Directors and the Supplier's enquiries shall be limited to enquiries concerning the limited company's assets.
    8. The Inspection and Site Conditions

      1. In making the Report regard will be had to the apparent state of repair, construction and condition of the Property, taking into consideration major defects which are obvious in the course of a visual inspection of so much of the exterior and interior of the Property as is accessible at the time of inspection with safety, and without undue difficulty. The inspection will view those parts of the property as can be seen whilst standing at ground level within the boundaries of the site and adjacent public/communal areas and whilst standing at the various floor levels, which the Supplier considers reasonably necessary to provide the Report, having regard to its purpose.
      2. The Supplier shall be under no duty to examine those parts of the Property which are covered, unexposed or inaccessible, or to raise boards, inspect woodwork, move anything, or use a moisture detecting meter. Neither shall the Supplier have a duty to verify the existence of and/or arrange for the testing of plant and equipment, including but not limited to electrical, heating, drainage or other services, service installations and appliances which, unless indicated to the contrary, shall be assumed to be in a working and serviceable condition. The Supplier, unless stated to the contrary, shall not inspect roof voids.
      3. If the Supplier's inspection suggests that they may be material hidden defects the Supplier shall so advise and may exceptionally defer submitting a final Report until the results of further investigations are available. In circumstances where parts of the Building have not been inspected or were not available for inspection, then in respect of those uninspected parts no assumptions about material defects are made and it is the responsibility of the Client to arrange for those parts to be inspected.
      4. Unless otherwise stated, the photographs published within the Report are taken during the inspection of the premises.
      5. The Client has not commissioned a survey of the Property, structural or otherwise. To the extent that the Client has disclosed the Report in accordance with these Conditions, the Client shall, in addition to the obligations imposed at clause 3.2, notify the Proposed Borrower in writing that:
        1. the Proposed Borrower must not assume that, if defects are not mentioned in the Report, all parts of the structure are free from defect;
        2. where attention is drawn in the Report to some defects, it does not mean that other defects may not exist;
        3. if a Proposed Borrower wishes to be satisfied as to the condition of the Property, the Proposed Borrower should have a Surveyors' detailed inspection and Report of its/their own before deciding whether to enter into a contract;
        4. if the Property is of architectural or historic interest, or listed as such, or is in a Conservation Area or of an unusual construction, appropriate specialist advice should be sought before carrying out works.
      6. The Supplier does not carry out, nor has it commissioned a site investigation, geographical or geophysical survey and therefore can give no opinion, assurance or guarantee that the ground has sufficient load bearing strength to support the existing constructions or any other construction that may be erected upon it in the future. The Supplier cannot give any opinion, assurance or guarantee that there are no underground minerals or other workings beneath the site or in the vicinity nor that there is any fault or disability underground. It is not possible for the Supplier, therefore, to certify that any land is capable of further development or redevelopment.
      7. The Supplier cannot give any opinion, assurance or guarantee whatsoever regarding the structural design of any construction upon the Property nor as to the suitability of any foundations to such constructions.
    9. Measurements

      1. Floor areas and dimensions are taken from inspection unless otherwise specified and are approximate measurements only. Areas quoted are calculated in accordance with the Code of Measuring Practice (where applicable) published by the Royal Institution of Chartered Surveyors.
      2. The Supplier's understanding of the boundaries of the Property is as noted in the Report but should not be relied upon and should be verified by the Client and the Supplier has no knowledge of any responsibilities for fencing or of any boundary disputes or claims and legal advice should be sought in this respect.
      3. Site areas are quoted as advised by the Client/Vendor/Proposed Borrower, unless specifically stated to the contrary. They are not derived from a physical site survey and are approximate unless otherwise indicated.
    10. Valuations – Property and Business

      1. The Valuations provided in respect of the Property and/or Business are made on the assumptions stated within the Report and these Conditions of Engagement and, unless otherwise agreed in writing, on whichever of the following or other bases that have been agreed between the Supplier and the Client (such bases where applicable to be defined or referred to in the Appraisal and Valuation Manual of The Royal Institution of Chartered Surveyors).
      2. In respect of Businesses, where the Valuation(s) provided are to be on the basis of the Property fully equipped as an operational entity and valued having regard to trading potential, the valuation of the operational entity includes:
        • the land and buildings;

        • trade fixtures, fittings, furniture, furnishings and equipment (certain items may not be owned and the Report will make clear which are excluded from the Valuation);

        • the market's perception of the trading potential, excluding personal goodwill, with an assumed ability to renew existing licenses, consents, certificated, registrations and permits.
      3. To the extent relevant (and in any event, only in respect of Businesses), consumable stocks and any glassware are excluded from the Valuation.
      4. The Royal Institution of Chartered Surveyors considers that the appropriate basis of value to be used for all Valuations or appraisals undertaken for secured lending is 'Market Value'. Market Value is defined in this clause 11.4 for the purposes of these Conditions as the estimated amount for which an asset should exchange on the date of Valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Further, Market Value is understood as the value of an asset estimated without regard to costs of sale or purchase and without offset of any associated taxes.
      5. Any special assumptions made in calculating the Market Value will be agreed with the Client in advance and referred to in the Report.
      6. In all cases (except where the Property to be valued is equipped as an operational entity), any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupier is excluded.
    11. Estimate of Reinstatement Cost Assessment

      1. If the Report includes an 'estimate of reinstatement cost assessment', this shall be a guide of the cost for insurance purposes of reinstating the Property. However, a formal assessment for insurance purposes can be given only by a quantity surveyor or other person with sufficient current experience of such costs, following the preparation of a full bill of quantities.
      2. The guide provided within our Report assumes:
        1. reinstating the property with an equivalent structure;
        2. the use of modern materials and construction techniques;
        3. the adherence to all current statutory requirements;
        4. demolition and site clearance, and
        5. professional and statutory fees
        but excludes VAT (including that payable on fees) and loss of rent and/or cost of alternative accommodation for the reinstatement period.
    12. Warranties

      1. The Supplier warrants to the Client that it will perform the Services with reasonable care and skill.
      2. The express terms of the Contract are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common-law, trade usage, course of dealing or otherwise all of which are excluded to the fullest extent permitted by law.
      3. IF THE CLIENT IS PURCHASING THE SERVICES AS A CONSUMER, NOTHING CONTAINED IN THESE CONDITIONS AFFECTS HIS OR HER STATUTORY RIGHTS.
    13. Termination

      1. The Supplier may terminate the Contract forthwith by notice in writing to the Client if the Client:
        1. commits a breach of the Contract provided that if the breach is capable of remedy (being actual remedy as opposed to remedy by payment of damages or compensation) the notice shall only be given if the Client shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
        2. has a winding up petition presented against it and does not make an application to set aside the same within 7 days or goes into liquidation whether compulsorily or voluntarily (unless as part of a bona fide scheme for amalgamation or reconstruction first approved in writing by the Supplier), becomes subject to an administration order or has an administrator appointed, has a receiver or administrative receiver appointed over or encumbrancer take possession of the whole or any part of its assets, compounds with its creditors or any class of the same, ceases to carry on its business or threatens to cease the same or becomes unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986; or
        3. being an individual, has a bankruptcy order made against him or, being a partnership, has a bankruptcy order made against any of the partners or a notice served by a partner for the dissolution of the partnership.
      2. Termination of the Contract for any reason shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
    14. Limitation of Liability

      1. The Supplier shall accept liability to the Client for any loss of or damage to any property or injury to or death of person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors.
      2. Except for injury to or death of any person (for which no limit applies) the liability of the Supplier under clause 2.14.1 in respect of each event or series of connected events shall not exceed £500,000.
      3. Except for the type of liability referred to at clause 2.14.1 and except for any other matters for which the Supplier's liability may not by law be restricted or excluded, the Supplier's total liability in respect of any contractual breach or representation, statement or tortuous act or omission arising under or in connection with the Contract (a "Default") shall not exceed the total sums paid or payable by the Client to the Supplier in respect of those Services in the six month period preceding the Default.
      4. Notwithstanding anything else contained in these Conditions (and without limiting the Supplier's liability in respect of injury to or death of any person caused by an negligent act or omission or wilful misconduct of the Supplier, its employees or sub-contractors), the Supplier shall not be liable to the Client for any loss of profits, goodwill or any type of special, indirect or consequential loss whether arising from negligence, breach of contract or otherwise howsoever.
      5. The Supplier shall not be liable to the Client for any loss arising out of any failure by the Client to comply with its obligations under the Contract. If a number of Defaults give rise to substantially the same loss then they shall be regarded as the same Default for the purpose of calculating the Supplier's maximum liability pursuant to clause 15.3 The Client shall afford the Supplier not less than 30 days (following notification by the Client) in which (if remediable) to remedy any Default.
      6. Nothing in this clause 15 shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.
      7. It is a condition of the Contract that (save where the Supplier instructs independent experts, consultants or other third parties on the Client's behalf), the duties and responsibilities owed to the Client are solely and exclusively those of the Supplier and that no employee of the Supplier shall owe the Client any personal duty of care or be liable to the Client for any loss or damage however arising as a consequence of the acts or omissions of such employee (including negligent acts or omissions) save and to the extent that such loss or damage is caused by the fraud, dishonesty, wilful misconduct or unauthorised conduct on the part of such employee. This term is intended to be enforceable by and for the benefit of the employees of the Supplier.
      8. The Company accepts no responsibility in respect of information (published or otherwise) provided by third party sources.
      9. The Valuation shall be invalid after a maximum period of six months has passed from the date of Valuation. However, it should be noted that the property market is constantly changing and is susceptible to many external factors which can affect business confidence and property values. The Valuation is applicable at the valuation date and therefore will not reflect any market changes since this date. If any reliance is to be placed upon the Valuation following any changes which could affect business confidence and property values, then further consultation should be undertaken with the Supplier before placing any reliance upon this report.
    15. Confidentiality

      1. Each party shall keep confidential all information obtained from the other pursuant to or in contemplation of the Contract (including, without limitation, the Report), shall use the same only for the purposes of the Contract and, subject to clauses 16.2 and 16.3, shall not disclose such information to any person without the other's prior written consent.
      2. Each party may disclose the information mentioned in clause 16.1 to its own employees (and, in the case of the Supplier, its sub-contractors) and then only to those employees or sub-contractors who need to know the same. Subject to clauses 3.2 and 6.4, the Client may, if it wishes, disclose the Report to its professional advisers and Third Parties (as defined in clause 3.2) PROVIDED THAT those professional advisers and Third Parties are made aware of the confidential nature of the Report and PROVIDED FURTHER THAT, in the case of disclosure of the Report to Third Parties, the Client complies with the obligations set out in clauses 3 and 9.5.
      3. Neither the Supplier or its servants or agents accept any responsibility for losses or damages of any nature whatsoever and howsoever incurred in the event of the contents of the Report being copied, disclosed, distributed or published in any manner to any other person, without the prior written consent of the Supplier. Neither the whole nor any part of the Report, nor any reference thereto is to be included in any published document, circular or statement, nor published in any way without the prior written approval of the Supplier as to the form and context in which it may appear.
      4. The obligations of the parties pursuant to clause 16.1 shall not extend to any information which was rightfully in the possession of the receiving party (and at its free disposal) prior to the commencement of negotiations leading to the Contract; which is already public knowledge or becomes so at a future date otherwise than as the result of a breach of this clause 16; which is trivial or obvious; or whose disclosure is required (and to the extent that it is required) by law.
      5. Where personal information is disclosed to the Supplier and processed by the Supplier as part of the performance of the Services, the Client shall be responsible for obtaining all necessary consents and approvals to ensure that such processing is carried out in accordance with the Data Protection Act 1998 and will provide evidence of such consents and approvals to the Supplier on request.
    16. Force Majeure

      1. The Supplier shall not be liable to the Client or be deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform any of the Supplier's obligations under the Contract if the delay or failure was due to any cause beyond the Supplier's reasonable control including, without limitation, industrial action, war, fire, flood, inability to access the Property, prohibition or legal enactment of any kind or any act or omission of the Client and/or the Proposed Borrower.
    17. Notices

      1. All notices to be given under the Contract shall be in writing and shall be delivered by hand or sent by registered post or facsimile to the party concerned at the address set out in the Contract or such other address as one party may from time to time designate by written notice to the other. Any such notice or other document shall be deemed to have been received by the addressee if delivered, upon delivery; if posted, on the second working day following the date of posting; and if sent by facsimile, when the communication is transmitted to the recipient's fax number PROVIDED THAT a copy of the communication is sent by registered post or delivered by hand as soon as practicable thereafter.
    18. General

      1. The Contract shall be binding upon and enure to the benefit of the parties and the legal successors of the Supplier but shall not be assignable by the Client without the prior written consent of the Supplier. The supplier may sub-contract all or any part of its obligations under the Contract without the consent of the Client.
      2. No waiver by the Supplier of any breach of these Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provisions. Any waiver must be in writing to be effective.
      3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
      4. The Supplier shall be treated as an "Independent Valuer" and unless stated to the contrary is deemed to be an "External Valuer" with no other current or presently foreseeable fee earning relationship concerning the Property and/or Business apart from the Valuation fee. The Supplier shall use its reasonable endeavours to disclose previous inspections which have been carried out by it on the Property and/or Business.
      5. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      6. The Contract is governed by the laws of England and the English courts shall have exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.