Terms of business

1. Who we are

Plumbline China Ltd is a company registered in England and Wales, company number 17562617, registered office 128 City Road, London EC1V 2NX ("we", "us", "our"). Work in China is carried out by our principal in person.

2. How an engagement starts

1. For a verification report, an engagement begins when you pay the published fee and give us the counterparty's details.
2. For every other service, we confirm the scope, the fee and the timetable in writing, and the engagement begins when you accept that confirmation and payment has cleared.
3. Where these terms conflict with a written engagement confirmation, the engagement confirmation prevails for that engagement only.

3. What we do

1. We read public corporate and court records and other lawfully obtained commercial information, form a professional judgement on what it means for the transaction you have described, and deliver that judgement in writing in English.
2. Where the engagement includes a site visit, we attend the counterparty's premises by written invitation, accompanied throughout by a member of their team, and keep to the areas and the photography they have agreed in advance.
3. Reports state the sources relied on and the date on which the records were read.

4. What we do not do

The following fall outside every engagement unless separately agreed in writing, and we will decline them:

1. Product testing, sampling or quality certification.
2. Verification of production capacity beyond what was observed and documented during a visit.
3. Labour conditions auditing, social compliance auditing, and forced-labour verification of any kind.
4. Any work in or concerning politically sensitive regions.
5. Unannounced or intrusive site verification, interviews with a counterparty's workers, and photography or sampling beyond what the site has agreed.
6. Legal advice, tax advice, investment advice, and any opinion on the merits of a transaction.
7. Audit or assurance work as those terms are used in the Companies Act 2006.

We will tell you when a request falls outside scope and, where we can, point you to someone who performs it.

5. The basis of our reports

1. Our findings reflect the public record and the documents available to us as at the date stated in the report. Records change, and filings are made late or not at all.
2. Audited financial statements are generally not available for private Chinese companies. We do not imply otherwise and we do not verify unaudited figures a counterparty provides.
3. A verdict of Proceed is an assessment of the record at a point in time. It is not a guarantee of a counterparty's future conduct, solvency, performance or honesty, and must not be relied on as one.
4. Reports are prepared for you and for the transaction you described. They may not be relied on by any other person, and we accept no duty of care to any third party to whom you disclose a report.

6. What we need from you

1. Accurate information about the counterparty and the transaction, including any dispute, claim or investigation you are already aware of.
2. Prompt notice if the transaction changes materially while we are working.
3. You remain responsible for your own commercial decisions. Our report is one input into them.
4. You must not ask us to obtain information by means that would breach the law of any jurisdiction in which we operate, and we will not do so.

6A. Site visits

1. Site visits take place only with the counterparty's documented agreement to the visit, to a named person accompanying us, to the areas we may see, and to what we may photograph.
2. If the counterparty declines a visit, withdraws consent, or restricts access on the day, we record that as a finding and the fee remains payable.
3. We will not conduct a visit you ask us to carry out without the counterparty's knowledge.

7. Fees and payment

1. Fees are payable in advance. We begin work when payment has cleared.
2. A site visit fee is inclusive of all travel within mainland China. We do not bill expenses on top of it.
3. Fees are exclusive of VAT where VAT applies.
4. If we cancel an engagement before delivery for any reason other than your breach, we refund the fee in full. Once a report has been delivered, fees are not refundable.

8. Confidentiality and intellectual property

1. We keep your identity, the identity of the counterparties you ask about, and the contents of our reports confidential, except where disclosure is required by law or regulation.
2. We will not name you as a client, or describe your engagement in any form, without your written permission.
3. Working papers held in China while an engagement is carried out are kept on encrypted storage and are deleted within 30 days of delivery, apart from the engagement file described in our privacy policy. Our privacy policy states where correspondence and reports are held, and how long each is kept.
4. Copyright in our reports remains with us. You receive a licence to use the report for the transaction it was prepared for and for your own internal purposes, including sharing it with your professional advisers and insurers.
5. You may not republish a report, sell it, or supply it to a third party as the basis for that party's decision.

9. Our liability

1. Nothing in these terms limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.
2. Subject to clause 9.1, our total liability arising out of or in connection with an engagement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to five times the fees paid for that engagement, and in any event to £25,000.
3. We state this cap on the face of these terms rather than burying it. For a £250 verification report the cap is £1,250; for a £1,200 site visit it is £6,000. If your exposure on a transaction needs a higher cap, say so before we start and we will price it.
4. Subject to clause 9.1, we are not liable for loss of profit, loss of business, loss of anticipated savings, loss of opportunity, or any indirect or consequential loss.
5. We are not liable for a decision you take that our report advised against, nor for loss arising from information you did not disclose to us.
6. Any claim must be notified to us within twelve months of the date of the report to which it relates.

10. Conduct and compliance

1. We do not offer, pay or accept bribes or improper payments, and we will not act for you if asked to.
2. We comply with applicable sanctions and export control measures and will decline or discontinue an engagement where proceeding would breach them.
3. We may decline or discontinue any engagement where continuing would, in our judgement, require us or you to act unlawfully in any relevant jurisdiction. Where we discontinue for this reason, we refund the unused portion of the fee.

11. Data protection

We process personal data in accordance with our privacy policy, which forms part of these terms.

12. General

1. We may subcontract parts of an engagement, and we remain responsible for work subcontracted.
2. Neither party is liable for failure to perform caused by events beyond its reasonable control.
3. A person who is not a party to these terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.
4. If any provision is held unenforceable, the remainder continues in force.
5. These terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions about these terms: [email protected]