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PCG GENERAL BUSINESS RULES: TERMS AND CONDITIONS
1. INTRODUCTION
The following terms and conditions represent the basis on which PCG Limited carries out assignments for clients in respect of acquisitions. Should the assignment prove successful and result in a satisfactory acquisition the Acquisition Success Fee is payable based on the aggregate monetary value involved, details of which are set out separately
2. INFORMATION
It is agreed that PCG will be kept informed of progress at all times and has the right to attend any meeting and to receive copies of any substantive correspondence between the client and the prospective seller and all parties concerned with the financing of the transaction, and also to receive a copy of the Sale / Purchase Contract and any other relevant documentation.
3. AGREEMENT
PCG will carry out and complete the project in accordance with the matters set out in the proposal and any other agreed documentation subject to any subsequent variations agreed in writing between PCG and the client.
4. TIME AND ATTENTION
PCG will devote such time, attention and skill to the project as may be appropriate to execute and complete it.
5. FEES AND EXPENSES
The compensation is based on the terms and conditions of the Association of Swiss Management Consultants ASCO (www.asco.ch). When the client or any company or person with whom the client is in any form of association acquires existing or new shares, assets or services of a business introduced, directly or indirectly by PCG the Acquisition Success Fee is payable on completion of the transaction. Completion of transaction is deemed to have taken place when final contracts have been signed.
If the completion is not possible because of client reasons, the standard ASCO terms apply.
Specific details of fees and expenses to be paid to PCG by the client will be agreed in writing between the parties. It is agreed that any expenses will be borne by the client and shall not exceed a limit agreed by the client in writing at the time of engagement.
6. PCG 'S CONSULTANTS
PCG will introduce the client to any consultant intending to work on the project and obtain the client's prior approval to the employment of such consultant on the project. The client is not entitled to offer employment to any of PCG 's staff or consultants for a period of at least 12 months after the completion of the project.
7. CONFIDENTIALITY
PCG will keep confidential and not divulge any confidential information concerning or relating to the client's business affairs and activities without the express authority in writing of the client. If required by the client, PCG will procure that its consultants enter into a direct confidentiality agreement with the client to the same or similar effect.
8. REPORTS
All reports, and other documents, prepared by PCG remain the property of PCG unless otherwise agreed in writing. The client shall be entitled to use any reports and documents produced by PCG only for the specific purposes agreed with PCG .
9. LIABILITY
PCG will present its reports, recommendations or other findings in good faith and will not be liable to the client for any losses arising or purportedly arising as a result of acting upon PCG 's recommendations or for any indirect or consequential loss including claims by third parties.
If PCG makes any forecasts or gives any opinions no warranty is being given as to achievements unless specifically stated in writing. The achievement of any recommended aims will depend on the efforts of the client and the client's staff and other factors.
10. NOTICES
Any formal communications to PCG should be sent to its Woking office and any formal communication to the client should be sent to the client's address set out in the letter of appointment unless the client notifies PCG otherwise in writing. Formal communications should be sent by post or fax or be delivered by hand.
11. VARIATIONS
The agreement between PCG and the client will only be varied if mutually agreed in writing.
12. LAW
This Agreement shall be governed by and construed in accordance with the laws of Switzerland. You irrevocably and unconditionally consent hereby to submit to the exclusive jurisdiction of the courts located in Stans, Switzerland for any action, suit or proceeding arising out of or relating to this Agreement and hereby further irrevocably and unconditionally waive and agree not to plead in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
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DISCLAIMER: COPYRIGHT AND LEGAL NOTICES
By accessing and using this website, you agree to be bound by the followingterms and conditions and the applicable laws. The content of this website,including but not limited to the text, images, and material contained therein and the arrangement thereof are the property of PCG and are copyright © 2002 PCG. All rights reserved. All trademarks used or referred to therein are the property of PCG or of the party credited as the owner.
You may not copy, reproduce, or distribute the content, materials, or any other feature in whole or in part by any means or in any form except in accordance with the following provisions and the applicable laws.
- You may display, print out, or download on one computer one copy of the material or an extract from this website for your personal,m non-commercial use only, provided that you do not modify the material in any way and that you keep intact all copyright, trademark, and other proprietary notices contained therein.
- You may reproduce the material or any extract thereof for individual third parties solely for their personal information and their personal, non-commercial use, provided that you acknowledge the PCG website as the source of the material, include the PCG website address
(http://www.p-cg.com), and keep intact all copyright, trademark, and other proprietary notices in any such copy of the material or extract thereof.Furthermore, you must inform the third party in question that the legal terms and conditions set forth in these legal notices apply to him/her and that he/she must comply therewith.
- This right/license to reproduce does not include incorporation of the material or any part of this website in any other work or publication, whether in hard copy, electronic, or any other form. In particular, but without limitation, no part of the PCG website or material contained therein may be copied or distributed for any commercial purpose whatsoever. No part of the PCG website may be copied to, reproduced on, transmitted to, or stored on any other website or in any other form of electronic retrieval system. You may not use or create links to the PCG website without prior written permission from PCG.
DISCLAIMER
Nothing on this website or any information or material contained therein constitutes or shall be taken to constitute business, legal, or other professional advice. This website and all information and material contained therein is provided solely for your personal information and non-commercial use. You should always consult a suitably qualified professional regarding any specific problem or issue. Any use you make of the information or material provided on this website or any site or service linked to by this website is at your own risk.
Furthermore, none of the information or material contained herein constitutes or shall be taken to constitute any representations as to any contract, any business or professional relationship, or any contract between you and PCG. All contracts and business or professional relationships shall be established and entered into solely by means of individual written contracts signed by PCG.
Links on this site may lead to third-party services or websites. This does not imply any endorsement of or any warranty with respect to such other services or websites. PCG accepts no liability for such other services or websites.
Any information contained in any articles or other material published on this website represents solely the view of the authors and shall not be taken to constitute any opinions of PCG.
WARRANTIES
The information and material contained in this website is provided "as is" and PCG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITAION OF LIABILITY
THE TOTAL LIABILITY OF PCG OR ANY OF ITS EMPLOYEES OR CONTRACTORS FOR ANY FACTUAL OR LEGAL CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT OR ON STATUTE, SHALL BE LIMITED AS FOLLOWS:
In the case of willful conduct, Swiss laws shall apply. In the case of gross negligence, PCG's liability shall be limited to the typical damage which reasonably could have been foreseen by PCG, unless the damage was caused by officers or directors of PCG. In the case of slight negligence, PCG shall be liable only if it is in breach of material obligations, limited, however, to the typical damage which reasonably could have been foreseen by PCG. The total liability for typical, foreseeable damage shall be limited to EUR 1,000.
IF YOU ARE LOCATED ABROAD OR ACCESS THIS WEBSITE FROM OUTSIDE THE TERRITORY OF SWITZERLAND THE LIABILITY OF PCG SHALL BE LIMITED AS FOLLOWS: IN NO EVENT SHALL PCG OR ANY OF ITS EMPLOYEES OR CONTRACTORS BE LIABLE FOR ANY DAMAGES WHATSOEVER IN CONNECTION WITH THE INFORMATION OR MATERIAL CONTAINED IN THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, ACTUAL, CONSEQUENTIAL, DIRECT, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR DATA)
APPLICABLE LAW
This website, the information and material contained therein, and any dispute arising therefrom or in connection therewith shall be subject to the laws of Switzerland.
JURISDICTION
This website is maintained by PCG Stansstad, Switzerland. Stansstad shall bethe legal venue for all disputes arising from or in connection with thiswebsite.
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