Terms and Conditions of Business

Definitions

“The Company” = Worldwide Corporate Advisors LLP, a limited liability partnership registered in England and Wales.

“Client” = Person, firm or company with whom The Company contracts

“Goods” and/or “Services” = The products or services which are the subject matter of the contract

Condition of Use

1. These Terms and Conditions apply to the supply of Goods or Services provided by The Company, unless expressly varied by The Company in writing.

Agency

2. The Company only accepts orders and instructions on the basis that those instructing The Company do so as principals and are liable directly to The Company for payment of its account.

Instructions

3.1. Services will only be provided on the basis that those instructing The Company provide all proper, necessary, accurate and timely instructions, authority and information (including the execution of all documents required) to enable The Company to undertake lawfully and effectively the business instructed and to indemnify The Company accordingly.

3.2. The Company is prepared to accept instructions given by the Client orally over the telephone, but such instructions shall be given at the risk of the Client and any misunderstanding or misinterpretation of such instructions shall be at the risk of the Client.

Third Party reliance

4. The Company’s Services, including search reports and other information services, are provided solely for the use of the Client and the Client’s Client, on whose behalf the work has been commissioned, and shall not be used or relied upon by any other third party without The Company's written consent.

Search reports and Information

5.1. The Company will use all reasonable care in acquiring information to be provided to the Client. However such information may be derived from information contained in a public register and as such The Company accepts no responsibility for any inaccuracy, omission or other error in any public register upon which its search report other information is based or where such information has been provided verbally either by the Client or any other 3rd parties.

5.2. The Company may be subject to disclaimer statements and limitation provisions on the public register or that provided by a third party when obtaining information. The Company will advise the Client of these when practical but the Client agrees to accept that such disclaimers are incorporated into these Terms and Conditions.

Financial Reports

6. The Company may provide reports containing financial information and/or credit ratings or status. The Company does not warrant any financial information or credit ratings and accepts no responsibility for the accuracy of such financial information or credit rating or opinion provided by The Company based on these.

Third Party Contractors

7. If The Company is instructed to undertake work that will be carried out in Great Britain or overseas it may as the Client’s agent, directly or through an intermediary, request another contractor to carry out some or all of the work for the Client. The Company will take all reasonable care to choose Third Party Contractors with good reputations when instructing them. However in such circumstances The Company has no control over the activities of these Third Party Contractors. The Company also cannot accept responsibility for the Services that the Third Party Contractors provides for the Client or for any errors or omissions in their work or products. The Company will pay the charges of the Third Party Contractors on the Client’s behalf and recharge them to the Client with its own fees.

Delivery

8. Goods and Services are delivered using first class post, courier, fax or email (as appropriate, unless otherwise stated. Where the Client requests an alternative method of delivery then the Client must meet those costs.

Payment

9. The Client shall be liable to discharge all sums due under invoices raised by The Company in respect of either Goods or Services rendered within 30 days of such invoice. The Company reserves the right to charge for costs and expenses incurred in recovering late payments, including interest at the rate of 4% per annum above the base rate of HBOS PLC up to and including the date on which final payment is received.

Right to Cancel

10. Under the terms of the Consumer Protection (Distance Selling) Regulations 2000 the Client may have the right to cancel their contract with The Company within 7 working days of the date after which they receive any Goods from The Company or the date on which the contract for the provision of Services is concluded. This right to cancel does not apply to any Goods that have been specifically personalised or supplied to the Client’s specifications.

Liability

11.1. The Company’s prices are determined on the basis of the exclusions of liability contained herein.

11.2. Nothing in these Terms and Conditions shall operate to exclude or restrict The Company’s liability for (a) death or personal injury resulting from negligence; (b) breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or (c) fraud, or any other types of liability which cannot by law be excluded or restricted.

11.3. The Company’s aggregate liability to the Client, arising out of any single claim, event, or series of related claims or events whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstance exceed the price paid by the Client for the Goods or Services supplied to it by The Company under these Terms and Conditions.

11.4 The Company shall not be liable to the Client, whether for negligence, breach of contract, misrepresentation or otherwise, for (a) loss or damage incurred by the Client as a result of third party claims; (b) loss of profit, goodwill, reputation, business receipts, contracts, business opportunity or anticipated saving suffered by the Client; or (c) indirect or consequential loss or damage suffered by the Client.

11.5. The Company has Public Liability insurance of £ 5,000,000 to cover all its Goods and Services. The Client acknowledges this and agrees that this amount constitutes adequate insurance and the Client fully accepts the limitation of The Company’s liability in accordance with clause 11.3. above.

Data Protection

12.1. The Company will use all personal data held about the Client to provide Goods and Services, credit control and to inform the Client about The Company’s Goods and Services.

12.2. In order to provide Goods or Services to the Client The Company may be required to pass the Client’s personal data to parties located outside the UK and European Economic Commission. In some instances these parties may be located in countries that do not have data protection laws equivalent to those in UK. Where this is the case The Company will take reasonable steps to ensure the privacy of the Client’s information.

12.3. The Client has the right to request in writing and upon payment of a small fee, for a copy of any personal information held on the Client by the Company.

Due Dilgence

13. In certain circumstances The Company may be required by UK law to collect evidence of identity from its Clients. If the Client fails to produce such evidence The Company will be unable to provide the Services requested.

General

14.1. Nothing in these Terms and Conditions shall effect the statutory rights of the Client

14.2. If any of the provisions of these terms are held by a court or other competent authority to be void or unenforceable in whole or in part, the other provisions of these terms shall continue to be valid.

14.3. The Company reserves the right to make changes to these Terms and Conditions of Business from time to time

Jurisdiction

15. The Company’s contract with the Client will be in the English language and will be governed by the English law and will be subject to the exclusive jurisdiction of the English courts.