- Propportunity™ publishes information and expresses opinions in good faith, but accepts no liability for any error or omission in any such information or opinion, including any information or opinion contained in this publication.
- Whilst Propportunity™ endeavours to ensure that the information in its advice and publications is accurate, it shall not be liable for any damages (including without limitation damages for pure economic loss or loss of business or loss of profits or depletion of goodwill or otherwise in each case, whether direct, indirect or consequential) or any claims for consequential compensation whatsoever (howsoever caused) arising in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, in connection with its advice or publications or any information contained in it, or from any action or decision taken as a result of readingi ts advice or publications or any such information.
- All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
- Except in respect of death or personal injury caused by Propportunity’s negligence, or as expressly provided in these Terms, Propportunity shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under these Terms for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Propportunity, its servants or agents or otherwise) which arise out of or in connection with the Project results supplied to the Client or their use by the Client, and the entire liability of Propportunity under or in connection with the Project shall not exceed the amount of Propportunity’s charges for carrying out the Project, except as expressly provided in these Terms.
- The Client shall indemnify Propportunity against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (“Loss”) suffered or incurred by Propportunity arising out of or in connection with any claim made against Propportunity by a third party for death, personal injury or any other Loss arising out of or in connection with the use of the Client’s products for the purposes of the Project save to the extent that such death, personal injury or Loss was caused by the negligence of Propportunity.
- In order to protect the interest of clients, all Propportunity’s servants sign a confidentiality agreement which specifically forbids the unauthorised disclosure of confidential information. Propportunity will use its reasonable endeavours to keep confidential all information supplied by the Client which is defined and designated as confidential in writing at the time of its supply and the enforcement against a servant of the terms of that secrecy agreement will be deemed to be a full and sufficient discharge of its duties in this connection. In the same manner, in order to protect the interest of Propportunity, the Client shall keep confidential all information which is supplied by Propportunity to the Client which is defined and designated as confidential in writing at the time of its supply. Such confidential information shall not extend to any information already known to either party prior to its disclosure by the disclosing party or lawfully received from a third party, or any information already existing in the public domain at the date of its disclosure and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
- The results of the Project and advice given by Propportunity will be reported to the Client only. The Client is free to use these results or to disclose them to other parties but if extracts are to be used in advertising, publicity, news releases or any other communication quoting the name of Propportunity as a source, Propportunity must approve the extract in writing in advance. Notwithstanding the above, the results of the Project and any advice given by Propportunity is for the benefit of the Client and no one else. To the fullest extent permitted by law, Propportunity does not accept or assume responsibility to any person other than the Client for any matter contained in or referred to in any report recording the results of the Project or any other advice provided to the Client.
- Estimates of completion dates for Projects are given in good faith but Propportunity will incur no liability to the Client in respect of any failure to complete the work or any part thereof by any date specified whether in the Proposal or otherwise.
- All conclusions, recommendations, report, letter or communication (both verbal and written) (“Delivered Materials”) are made in good faith and on the basis of the information available to Propportunity at that time whether from the research work, or the Client, or information which is in the public domain. Hence, no condition, warranty or representation, express or implied, is given as to the Delivered Materials, the Intellectual Property or performance obtained or to be obtained from the services provided by Propportunity. The Client will be responsible for the proper adaptation of Propportunity results to the Client's own circumstances. Propportunity cannot warrant that the work will be outside the scope of any patent or registered design, and will not be liable to the Client for any loss or claim which is not reasonably foreseeable on acceptance of the proposal.
- Either party shall be entitled to terminate the Project:
- by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so or in the case of non-payment within 7 days after being required by written notice to do so; or
- if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
- Where the Project has been terminated by Propportunity due to a breach by the Client of clause 10.a) and the Client has failed to remedy the same to the satisfaction of Propportunity, then Propportunity shall be entitled to discontinue any work in respect of the Project and all sums owing at that time will become immediately payable as a debt to Propportunity.
- If during the execution of the Project the Client requests or Propportunity, on the basis of intermediate results, suggests a change in the original work programme, there is a possibility that costs may increase as a result. In such cases Propportunity will inform the Client and provide a revised estimate of costs. The Client will then have the right either to terminate the Project at the agreed estimate and pay only the amount of agreed estimate or to authorise Propportunity to proceed with further work to the value of the revised estimate.
- Work done or services undertaken are subject to the Terms and all other conditions, warranties and representations, expressed or implied, are hereby excluded, unless confirmed in writing by a Director of Propportunity or his authorised representative.
- This contract is governed in all respects by English law and the parties submit to the exclusive jurisdiction of the English courts.
- The parties hereby agree that if any part of these Terms be found to be unreasonable, invalid or unlawful under any enactment or rule of law pertaining thereto the arbitrator, court or other competent tribunal shall have the power to strike out, override or amend that part and enforce these Terms as if the unreasonable, invalid or unlawful part or parts aforesaid had originally been written in their form as so varied.
- These Terms and the accompanying Proposal, sets out the entire agreement (the “Agreement”) between Propportunity and the Client relating to its subject matter and supersedes all prior oral or written agreements, arrangements or understandings between them relating to such subject matter. The parties acknowledge that they are not relying on any representation, agreement, term or condition which is not set out in the Terms. No amendment to these Terms or their replacement by other sets of terms is valid unless authorised in writing by a Director of Propportunity or his authorised representative.
- No failure or delay on the part of either party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
- This Agreement does not create any right enforceable by any person not a party to it and for the avoidance of doubt they do not create any right enforceable to any successor or assignee of either party - nothing in this agreement including any clauses relating to arbitration, mediation, or any other form of dispute resolution confers or is intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Neither party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other's behalf. The parties acknowledge and agree that this Agreement shall not constitute, create or give effect to or otherwise notify any partnership, joint venture, agency, pooling arrangement or other formal business organisation of any kind between the parties. A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- If any dispute arises out of or in connection with this Agreement, the parties shall use all reasonable endeavours to resolve such dispute by negotiation. If such negotiations fail, then the parties shall attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. Where the parties have not settled the dispute by mediation in accordance with such Model Mediation Procedure within 42 days of the initiation of the mediation then the dispute shall be referred to, and shall finally be resolved by, arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause.
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