Terms and Conditions of Business

Introduction

These Terms and Conditions govern the provision of services by PJA Structured Support Services Limited ("the Company", "we", "us" or "our") to any client ("the Client", "you" or "your").

By instructing us to provide services, you agree to be bound by these Terms and Conditions.

Services

The Company provides operational, administrative, project coordination, process improvement, document management, business support and related consultancy services.

The scope of services will be agreed in writing before work commences.

No Legal, Financial or Regulated Advice

The Company does not provide legal advice, financial advice, tax advice, investment advice, regulated claims management services or any other regulated professional services.

Any information, guidance, observations or recommendations provided by the Company are for general operational and business support purposes only and should not be relied upon as legal, financial, tax or regulatory advice.

Where specialist advice is required, the Client should seek advice from an appropriately qualified professional.

Client Responsibilities

The Client agrees to:

• provide accurate and complete information;
• provide timely access to documents and information reasonably required for the performance of the services;
• review and approve work products where requested;
• remain responsible for all business decisions and implementation of recommendations.

The Company shall not be responsible for delays caused by incomplete, inaccurate or late information provided by the Client.

Fees and Payment

• Fees shall be agreed in writing before work commences.
• Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.
• The Company reserves the right to suspend services where invoices remain unpaid beyond the payment due date.
• The Client shall be responsible for any reasonable expenses incurred on its behalf where agreed in advance.

Confidentiality

The Company shall keep confidential all non-public information received from the Client and shall not disclose such information to third parties except:

• with the Client's consent;
• where required by law;
• where disclosure is reasonably necessary for the provision of services.

This obligation shall continue after termination of the engagement.

Data Protection

Each party shall comply with applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

The Client remains responsible for ensuring that it has lawful authority to provide personal data to the Company where required.

Intellectual Property

Unless otherwise agreed in writing, all templates, methodologies, systems, processes, materials and know-how developed or owned by the Company shall remain the intellectual property of the Company.

Upon payment of all fees due, the Client shall have a non-exclusive licence to use any deliverables produced specifically for the Client's internal business purposes.

Limitation of Liability

The Company's total liability arising from the provision of services shall be limited to the total fees paid by the Client in the six months immediately preceding the event giving rise to the claim.

The Company shall not be liable for:

• indirect or consequential losses;
• loss of profits;
• loss of business opportunity;
• loss of goodwill;
• loss arising from decisions made by the Client.

Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability which cannot be excluded by law.

Termination

Either party may terminate the engagement by giving 14 days' written notice unless otherwise agreed.

The Company may terminate services immediately where:

• invoices remain unpaid;
• the Client acts unlawfully;
• the Client breaches these Terms.

The Client shall remain liable for all fees and expenses incurred up to the termination date.

Complaints

Any concerns regarding the Company's services should be raised in writing as soon as reasonably possible so that they may be reviewed and addressed promptly.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.

Any dispute arising in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.