PINTA INVESTMENTS LIMITED GENERAL TERMS AND CONDITIONS

The following are the terms and conditions (the “Terms and Conditions”) on which we will provide certain services (the “Services”) to you as set out within our Letter of Engagement. The Letter of Engagement and the Terms and Conditions are together referred to as the “Contract” or “the Engagement”.

1. CONFIDENTIALITY

  1. 1.1  No party will disclose to any third party without the prior written consent of the relevant party any confidential information which is received from the relevant party for the purposes of providing or receiving Services which if disclosed in tangible form is marked confidential or if disclosed otherwise is confirmed in writing as being confidential or, if disclosed in tangible form or otherwise, is manifestly confidential. Each of us agrees that any confidential information received from the other party shall only be used for the purposes of providing or receiving Services under this or anyothercontractbetweenus. Theserestrictionswillnotapplytoanyinformationwhich:
    1. (a)  is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 1;
    2. (b)  Is acquired from a third party who owes no obligation of confidence in respect of the information; or
    3. (c)  is or has been independently developed by the recipient or was known to it or prior to receipt.
  2. 1.2  Notwithstanding Clause 1.1 above each party will be entitled to disclose confidential information of the other:
    (a) totheirrespectiveinsurersorlegalorfinancialadvisers,
    (b) totheirrespectiveemployees,officersoragents;and
    (c) toathirdpartytotheextentthatthisisrequiredbyanycourtofcompetentjurisdictionorbyagovernmentalorregulatoryauthorityorwhere there is a legal duty or requirement to disclose it.
  3. 1.3  Unless otherwise set out in the Letter of Engagement, we shall be entitled to disclose, advertise and publicise our Engagement although we shall use our reasonable endeavours to inform you of any publicity or advertisement in advance of its release.

2. REPORTSANDADVICE

  1. 2.1  Reliance on Drafts You shall not place reliance on draft reports, conclusions or advice, whether oral or written, issued by us as the same may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice issued.
  2. 2.2  Use and Purpose of Advice and Reports Any advice given or report issued by us is provided solely for your use and benefit unless expressly permitted in the Letter of Engagement and then only in connection with the purpose in respect of which the Services are provided. Unless required by law, you shall not provide such report or advice to any third party or refer to us or the Services without our prior written consent, which we may at our discretion grant, withhold or grant subject to conditions. In no event, regardless of whether consent has been provided, shall we assume any liability or responsibility to any third party to whom any advice or report is disclosed or otherwise made available.
  3. 2.3  Your Responsibility for Information Provided You warrant represent and undertake to us (except as otherwise specifically notified to us by you in writing) that all information provided by and on your behalves in respect of the Services is complete and accurate and is not misleading (either on its face or by inference or omission) and that there are no other material facts known to you that may be relevant to us in carrying out the Services and further that we may rely on such information. Any reports issued or conclusions reached by us may be based upon information provided by and on your behalves. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by you and on your behalves.
  4. 2.4  Electronic Communications During the Engagement we may wish to communicate electronically with each other. However, the electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We each agree to use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be virus free. Accordingly, we shall each be responsible for protecting our own interests in relation to electronic communications and for ensuring that an electronic communication is not misaddressed.
  5. 2.5  Under the provisions of The Telecommunication (Lawful Business Practice) (Interception of Communications) Regulations 2000, Pinta Investments Limited reserves the right to monitor electronic communications.
  6. 2.6  Pinta Investments Limited will only hold and use personal data about you, your employees and representatives, for the purposes of providing the Services or to keep you, your employees and representatives informed of activities.

3. INTELLECTUAL PROPERTY

3.1 All intellectual property rights (including copyright, database rights, design rights (whether registered or unregistered), trade mark rights (or patent rights) in any materials created or produced by us in relation to the Services (including any reports, forecasts, drawings, spreadsheets, plans or other material) shall remain the property of Pinta Investments Limited absolutely unless otherwise expressly stated in the Letter of Engagementprovided alwaysthatweherebygranttoyouarevocablelicencetouseandcopysuchmaterialsforyourowninternaluse.

4. FEES

  1. 4.1  Fee Basis Our fees will be charged on the basis set out in the Letter of Engagement or as otherwise notified to you.
  2. 4.2  Payment of Fees The timing for payment of fees and expenses shall be of the essence. If we do not receive payment of any invoice within the period of time agreed on the basis set out in the Letter of Engagement or as otherwise notified to you, without prejudice to any other rights that we may have, to charge you interest accruing on the sum due to us at the rate of 4% above the base rate of the Royal Bank of Scotland Plc from time to time calculated on a daily basis from the date of the relevant invoice until the date of payment in full. If any invoice remains unpaid (whether in whole or in part) for the period of time agreed on the basis set out in the Letter of Engagement or as otherwise notified to you, we shall be entitled to suspend provision of the Services in accordance with Clause 6.1 below until all sums due are paid in full.
  3. 4.3  Payment of Tax All sums charged in connection with the Services, including expenses and disbursements, will be stated and also their corresponding taxes.

4.4 Your Responsibility for Other Parties You shall be solely responsible for the work and fees (which shall be paid directly by you) of any other party (including co-consultants and contractors) engaged by you, or by us on your behalf, to participate in the Engagement regardless of whether such party was introduced to you by us. Except as provided in the Letter of Engagement, we shall not be responsible for providing or reviewing specialist advice or services including surveying, legal, due diligence or any other investigative services.

5. CHANGES TO SERVICES

5.1 Any party may request changes to the Services. We shall work with you to consider and, if appropriate, to vary any aspect of the Engagement, subject to payment of reasonable additional fees and a reasonable additional period to provide any additional Services. Any variation to the Contract, including any variation to fees, services or time for the performance of the Services, shall be set forth in a supplemental letter of engagementsignedbyaDirectorofPintaInvestmentswhichshallformpartoftheContractandtowhichtheseTermsandConditionsshallapply.

6. SUSPENSIONOFCONTRACT

  1. 6.1  Suspension of the Contract At any time during the term of the Contract, any party may give immediate notice to the other suspending the performance of its duties and obligations under the Contract in the event that:
    (a) Circumstancesexistorarisewhich,inthereasonableopinionofthatparty,materiallyandadverselyaffecttheperformanceof,ortheabilityto perform, that party’s duties and obligations under the Contract;
    (b) Anypartybecomesawarethatanotherpartyhasfailed(whetherbeforeorafterthedateoftheLetterofEngagement)todisclosetoit information which in the reasonable opinion of that party is material to the performance of its duties and obligations under the Contract.
  2. 6.2  We shall be entitled to suspend the Services and performance of our duties and obligations under the Contract in the event that any invoice remains unpaid (whether in whole or in part) for a period of 50 days or more and except as provided by Clause 8.1(b), we shall not be liable for any delays, losses, costs, damages or expenses resulting from such suspension.
  3. 6.3  Variation Following Suspension If we suspend the performance of the Contract pursuant to Clauses 6.1 or 6.2, we shall be entitled reasonably to vary our fees for the resumed performance of the Contract.

7. TERMINATION

  1. 7.1  The Contract may be terminated: (i) by any party on written notice with immediate effect if another party commits a material breach of any term of this Contract which is irremediable or, if remediable, is not remedied within 30 days of a written request to remedy the same; (ii) by any party upon written notice if the period of suspension of the Contract referred to in Clause 6.1 continues for 30 days or more; (iii) by any party upon notice if the other party shall have a receiver or administrative receiver appointed over it or any part of its undertakings or assets or shall pass a resolution for winding up (otherwise than for the purposes of a bona fide reconstruction) or if a court of competent jurisdiction shall make an order to that effect or if the other shall enter into any voluntary arrangement with its creditors or shall be subject to an administration order or shall cease to carry on business.
  2. 7.2  ActionsFollowingTermination UponterminationoftheContract:
    (a) Eachpartyshalluponwrittenrequestfromtheotherreturntotheotherallpropertyanddocumentationoftheotherthatisinitspossessionor control except that we shall be entitled to retain a reasonable number of copies of such documents that we require to maintain a record of our involvementintheEngagement;
    (b) Weshallbeentitledtoretainallfees,expensesanddisbursementspreviouslypaidbyyoutousandyoushallpayforthwithallfees, disbursements and expenses due in respect of the Services provided up to the date of termination together with our reasonable costs and expenses incurred in connection with the termination of the Contract.
    (c) ThetermsoftheContract,whichexpresslyorbyimplicationareintendedtosurviveitsterminationorexpiry,willsurviveandcontinuetobind all parties.

8. LIABILITY

  1. 8.1  Limitationofourliability:
    (a) Wewillseektoprovideaservicesuchaswouldbeexpectedofafirmofprofessionalconsultantsurveyorsandwewilluse reasonable skill, care and diligence in the provision of the Services. The Surveyor shall not be liable for any inaccuracy of the Plans beyond the specified scale or accuracy,or for any matters resulting from their use for purposes other than that stated in the Contract.NoliabilityshallattachtotheSurveyorinrespectofanyconsequentiallossordamagesufferedbytheClient.
  2. 8.2  Liability Limitation and the Provision of Information Subject always to clause 8.1(a), in no circumstances shall we be liable to pay any damagestoyouforlossesarisingoutoforinanywayconnectedwiththeprovisionofinformationto usbyyouoryourfailuretoprovide informationtouseitherpunctuallyoratalloranyfraudulentact,misrepresentationorwilfuldefaultonyour part.
  3. 8.3  Legal Proceedings Notwithstanding our liability for the acts and omissions of our partners, principals, directors and employees acting in the course of their employment, you accept and acknowledge that no legal proceedings, arising from or in connection with the Engagement (or any variation or addition thereto) will be commenced against any of our partners, principals, directors or employees personally.

9. MISCELLANEOUS PROVISIONS

  1. 9.1  Actions Required by Law: Nothing in the Contract shall prevent us from taking all such action as may be required by law or statute or to complywith the regulations of any relevant professional or regulatory bodies. This includes compliance with Anti-Money Laundering Regulations.
  2. 9.2  Conflict: In the event of any conflict between the Terms and Conditions and the Letter of Engagement or any other document, which forms part of the Contract, the Terms and Conditions shall prevail except where amended by specific reference to the relevant paragraph of the Terms and Conditions. In the event and only to the extent of any conflict between the Letter of Engagement and any referenced or attached document other thantheTermsandConditionstheLetterofEngagementwilltakeprecedent.
  3. 9.3  Force Majeure: Neither party shall be liable for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event outside of that parties reasonable control. If either party becomes aware of any circumstances of force majeure which give rise to, or are likely to give rise to, any failure or delay on its part it shall forthwith notify the other in writing and shall inform the other of the period which it estimates the circumstances will continue. If the event of force majeure in question prevails for a continuous period in excess of 3 (three) months, the parties shall enter bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
  4. 9.4  Waiver of Remedies: No forbearance, delay or indulgence by either party in exercising or enforcing the provisions of this Contract shall prejudice or restrict the rights (whether provided by this Contract or by law) of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party or available by law is exclusive of any other right, power or remedy available to that party (whether under this Contract or at law) and each such right, power or remedy shall be cumulative.
  5. 9.5  Entire Agreement: This Contract represents the entire understanding and constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement between the parties as to such subject matter. Each of the parties acknowledges and agrees that in entering into this Contract it has not relied on any representation or warranty or undertaking other than those expressly set out in this Contract and, except in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy in respect of misrepresentation or untrue statement unless and to the extent that a claim lies under this Contract.
  6. 9.6  Further Assurance: Each party shall, at its own cost, do and execute or procure to be done and executed all necessary acts, deeds, documents and things reasonably within its power to give effect to this Contract as may be reasonably requested by the other party.
  7. 9.7  Notices: All notices which are required to be given under this Contract shall be in writing and shall be sent to the address of the recipient set out in this Contract or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause and shall be clearly marked for the attention of the engaging Director appearing in the Letter of Engagement in the case of notices to us. Any such notice may be delivered personally or by first class pre-paid letter (or by air-mail if overseas) or by facsimile transmission, and shall be deemed to have been served, if by hand, when delivered; if by first class post, 48 hours after posting; (if by air-mail, 5 days from the date of posting) and if by facsimiletransmission,whensuccessfullydispatchedinfull.
  8. 9.8  Severability: If any provision in this Contract is, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part thereof shall to that extent be deemed not to form part of this Contract and the enforceability and validity of the remainder of this Contract shall not be affected. Provided always that if any such deletion substantially affects or alters the commercial basis of these Terms and Conditions the parties shall negotiate in good faith to amend and modify them as may be necessary or desirable in the circumstances.
  9. 9.9  Rights of Third Parties: For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of this Contract, this Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
  10. 9.10  Assignment: Neither party shall without the prior written consent of the other party assign, transfer or charge any of its rights under this Contract, nor sub-contract any or all of its obligations under this Contract, nor purport to do any of the aforementioned.

9.11 Interpretation: References to Clauses, Schedules and paragraphs are references to the relevant Clause, Schedule or paragraph in this Contract. The Clause, Schedule and paragraph headings in this Contract are for ease of reference only and shall not affect the construction or interpretation of the Clause, Schedule or paragraph to which they refer or this Contract. Words denoting the singular include the plural and vice versa and words of any one gender include both genders. Words denoting natural persons include corporations, companies, firms, associations and organisations. References to including and include shall be deemed to mean respectively including without limitation and include without limitation. Unless otherwise stated herein, “we”, “our” and “us” refers to Pinta Investments Ltd, and references to “you” and “your” refers to the Addressees on whose behalf of the attached Letter of Engagement was acknowledged and accepted. “Addressee” means you, the original addressee(s) of the Letter of Engagement together with any other persons whom Pinta Investments Ltd has agreed in writing may have the benefit of the Services or to whom Pinta Investments Ltd have assumed a duty of care in respect of the Services under written arrangementwiththem.

  1. 9.12  Governing Law: This Contract (including any dispute or claim of whatever nature arising under or in connection with this Contract) shall be governed by and interpreted in accordance with the laws of England and Wales and Scotland (as applicable). Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference of whatever nature concerning the Contract and any matter arising from it.
  2. 9.13  The parties will attempt to resolve any dispute that may arise under or in connection with this contract by negotiation. If after a reasonable time any dispute has not been resolved by negotiation, then subject to both parties consent in writing, the parties may refer the dispute to arbitration or mediation.

12. COMPLAINTSPROCEDURE

We aim to perform our services in an efficient and professional manner and we hope that you have no cause for complaint. If, however, you haveanyqueriesorconcernsaboutourworkforyou,pleaseraisethemin thefirstinstancewithJoseRocafortMRICS.RICSNO. 1241412, who is the Director of Pinta Investments Ltd. If that does not resolve the problem to your satisfaction or if you would prefer not to speaktome,thenpleasecontactEdmundEllisMRICSCharteredSurveyor.RICSNo.1214929at: Ed@elysiumsurveyors.com Alternatively, we can supply you with a copy of our formal complaints handling procedure as required by the Royal Institution of Chartered Surveyorsuponrequest.