General Terms & Conditions
The following terms and conditions govern services rendered by PFC INTERNATIONAL. If you have any questions regarding the information below, please contact us.
Applicability and Entire Agreement
(a) These Business Terms shall apply to all legal relationships between the Client and PFC INTERNATIONAL, unless the applicability of these Business Terms is excluded or restricted by law, regulations, or written agreements. (b) The Engagement constitutes the entire agreement between the Client and PFC INTERNATIONAL in relation to the Services. Nothing discussed or occurring before execution of the Engagement Letter forms part of the Engagement unless specifically set out in the Engagement Letter. The content of the Engagement Letter supersedes any previous agreement, proposal, understanding or communication, between the Parties, whether written or oral. Variation to the Engagement is not effective unless it is documented in writing, provided that parties to the Engagement Letter agree to change the scope of the Engagement in writing. If PFC INTERNATIONAL has already started work (e.g. by researching, project planning or initial advising) then the Client agrees that the Engagement is effective as of the start of such work and the Client shall compensate PFC INTERNATIONAL for its efforts, even if no Engagement becomes effective c) The Engagement shall be effective as of the moment the Engagement Letter is signed by the Client and PFC INTERNATIONAL. If applicable, the Engagement shall be retroactively effective from the effective date mentioned in the letter or the date when the Company has started providing its Services. (d) The parties shall be at liberty to prove that the agreement has been concluded in another manner. (e) The Client’s relationship is only with PFC INTERNATIONAL. Each party is an independent contractor and neither party is, nor shall be considered to be, the other’s agent, distributor, partner, fiduciary, joint venturer, or co-owner. (f) The Company remains responsible to the Client for all of the Services under the Engagement, including Services performed by any PFC INTERNATIONAL Entity or Subcontractor.
The Company’s services and responsibilities
(a) The Engagement Letter shall set out the Services to be delivered by PFC INTERNATIONAL. These General Terms and Conditions shall be subject to variation in the Engagement Letter. (b) The Services shall be delivered with reasonable skill and care. (c) The Client accepts the persons designated by the company to perform the Services. The Company may substitute other holders of equal or similar skills and experience. The Company is responsible for the payment of wages, social contributions and all legal obligations that were agreed between the Company and the employee or legally obliged by the Company. (d) The Company may acquire Confidential Information when delivering the Services. The Company will adhere to confidentiality restrictions imposed by the Client as well as by Local Law. PFC INTERNATIONAL may also be bound by Local Law or authorities with requirements that the Company is bound to comply with. This may result in the disclosure of Confidential Information. This clause will not apply where Confidential Information properly enters the public domain. This clause does not apply to the disclosure of Confidential Information to the Company’s advisors, insurers, employees of the Company who are involved in the execution of the Services outlined in the Engagement Letter or those who are involved in quality procedures, internal risk assessments and conflict checks. (e) The Company is authorised to communicate with the Client via email. The Client accepts the risks of communication via this medium. (f) The Company may supply written advice, confirm oral advice in writing, deliver a final report or make an oral presentation on completion of the Services. Written advice and final written reports from the Company supersedes any oral, draft or interim advice supplied by the Company. Reliance should not be placed on oral, draft or interim advice, whether in the form of a report or presentation. Where the Client wishes to rely on oral, draft or interim advice, the Client should inform the Company and the Company will supply written confirmation of the advice. (g) The Company is not under any obligation in any circumstances to update advice, reports or any product of the Services, whether oral or written, for events occurring after the completion of the Services or the advice, report or product concerned has been issued in its final form. (h) Any product or service that is PFC INTERNATIONAL branded (i.e. bears the PFC INTERNATIONAL logo) released to the Client in any form or via any medium, shall be supplied by us on the condition that it is for the Client’s benefit and information only and shall not be copied, referred to or disclosed, in whole or in part. If the Client wishes to reference, disclose or copy any part of the branded product or service, the Client must acquire written consent from the Company before this. (i) Advice, option, statement of expectation, prediction, recommendation or comment supplied by the Company as part of the Services shall not amount to any guarantee or presumption of future events, outcomes or circumstances.
(a) Each clause or term in the Services Contract is separate and independent. If any of the clauses in the Services Contract are found to be void, invalid, inapplicable or unenforceable. The remaining clauses and provision shall continue in full force and effect. Parties agree to replace the void, invalid or unenforceable provision with another provision that is right and applicable. (b) Unless terminated sooner in accordance with its terms, the Engagement shall terminate once the Services have been performed. (c) The Engagement entered into for an indefinite period is decided on a case-by-case basis. It may be terminated by either party at any time, without cause, by giving written notice to the other party not less than 30 days before the effective date of termination. (d) Termination of the Engagement will have no retroactive effect. Upon termination of the Engagement, the Client will compensate the Company according to the terms stipulated in the Engagement Letter for the Services performed and expenses incurred through to the date of termination. Upon termination, any amounts invoiced for Services performed prior to the termination shall be due and payable immediately. (e) Provisions of the Engagement which either explicitly or by nature extend beyond the expiration or termination of the engagement, shall survive such expiration or termination.
(a) The Company retains ownership of the copyright and all other intellectual property rights in the product of the Services, whether tangible or intangible. (b) Upon full and final payment to PFC INTERNATIONAL, the Deliverables will become the property of the Client in their physical form and the Client may use them subject to the provisions of the Engagement for the purpose for which they were supplied. (c) Any intellectual property and other property rights in the material and data provided by the Client to PFC INTERNATIONAL for performing the Services shall remain the property of the Client.
Limitation of Liability
(a) The Client agrees that in the performance of Services under the Engagement, the Company shall not be liable to the Client for any losses. (b) In no event shall the Company or any Subcontractor be liable for any limited use or loss of data that could have been prevented by Client executing adequate and proper back-up and storage procedures in line with common market practice, contracts, goodwill, revenues or profits. The Company is also not liable for any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to the Services. (c) The Company and its Subcontractors will not be liable for losses arising as a result of the provision of false, misleading or incomplete information or documentation, noncompliance with applicable Local Law or regulations within the Client’s sphere of responsibility or the withholding, concealment or misrepresentation of information or documentation by any person other than the Company or its Subcontractors.
Limitation on Actions
(a) Complaints about nonperformance in the provision of the Services shall be brought forward by the Client in a timely fashion. No action, regardless of form, relating to the Engagement or the Services, may be brought by the Client more than 6 months after termination of the Engagement Letter.
Circumstances beyond the Company or the Client’s control
(a) Circumstances beyond the Company or the Client’s control include events or circumstances that cannot be controlled by either Party. The following are considered to be circumstances beyond the Company or the Client’s control: war, accidents, strikes, lock outs, riots, fire on either Party’s premises. (b) In the event of such circumstances, neither Party will be in breach of contractual obligations nor either Party shall incur any liability to the other if the Company or the Client is unable to comply with the provisions in the Services Contract.
(a) Parties acknowledge that Personal Data may be processed by the Company, for or in connection with: (i) the provision of the Services; (ii) applicable legal or regulatory requirements; (iii) requests and communications from authorities; and (iv) administrative, financial accounting risk analysis and client relationship purposes. Each party shall comply with applicable data protection laws and regulations when processing Personal Data. (b) The parties further acknowledge that Personal Data may be disclosed to, and processed by, the Company’s service providers and authorities for (i) the provision of the Services; (ii) applicable legal or regulatory requirements; (iii) requests and communications from authorities; and (iv) administrative, financial accounting risk analysis and client relationship purposes. (c) The Client acknowledges that the Company acts as a Controller in connection with the Services whereby the Company has to comply with legal obligations and regulations according to Local Law. The Company will process Personal Data as Controller solely according to the provisions outlined in the Engagement Letter and or based on legal obligations. (d) The Company will take the appropriate technical and organisational measures in order to protect the Personal Data against unauthorised or unlawful processing, accidental loss, damage or unauthorised disclosure. Assignment Neither party may assign or transfer an Engagement without the prior explicit written consent of the other. Neither party will directly or indirectly assign or transfer to a third party any Claim against the other party arising out of the Engagement. Indemnification The Client shall indemnify and hold harmless the Company and/or its Subcontractors for all losses incurred in connection with any third party Claim in connection with the Engagement, except to the extent legally determined to have resulted primarily from the willful misconduct or instance of gross negligence from the Company and/or its Subcontractors. Applicable Law and Jurisdiction (a) The Engagement, including all matters relating to it, shall be governed by in accordance with Local Law. (b) The parties agree to attempt in good faith to resolve any dispute or claim arising out of or in connection with the Engagement. (c) The Services Contract is governed by the laws as pertinent to the country in which the agreement is signed. In the event of a dispute, only the local courts shall have jurisdiction. Marketing The Company and the Client agree that neither shall use the other’s name, trademarks, service marks, logos, trade names and/or branding without prior written consent except for marketing, publicising and selling our services. The Company may disclose that it has performed work (the Services covered under the Engagement Letter) for the Client, in which the Client may be identified by name and logo and may indicate the general nature of the Client’s business as well as other details that are already in the public domain. Non-solicitation During the term of the Engagement and for twelve (12) months thereafter, the Company and Client agree that it shall not, without the other’s consent, directly or indirectly employ, solicit, engage or retain the services of each other’s personnel. This clause shall not restrict the right of either the Company or Client to solicit or recruit generally in the media. Use of Electronic Communications (a) Unless instructed otherwise in writing, each party may assume that the other approves of properly addressed fax, e-mail and voicemail communication of both sensitive and non sensitive documents and any information relevant or applicable to the Engagement, as well as other means of communication used or accepted by the other. (b) Each party will be responsible for protecting its systems and interests and, will not be responsible to the other on any basis for any loss, damage or omission in any way arising from the use of the Internet or access by the Company to networks, applications, electronic data, software or other systems of the Client.
Compensation and Payment of Invoices
(a) The Company shall be entitled to compensation as agreed upon in the Engagement Letter and, unless explicitly agreed otherwise in writing, this compensation shall not depend on the outcome of the Services. (b) If, after the conclusion of the Engagement but before the activities have been completed in full, wages and/or prices become subject to changes, the Company shall be entitled to adjust the agreed fee accordingly, unless agreed otherwise in writing explicitly. In such an event, the Client may choose to terminate the Engagement as of such date. (c) The Company’s invoices are due and payable by the Client upon presentation. The Client shall be responsible for all taxes, sales, and any similar tax, in connection with the Services, other than the Company’s income and property taxes. (d) Any estimate of the fees involved in the Services will be based upon the Company's assessment of the work involved.