General terms and conditions

1. Definitions

'Burgess' means accordingly Nigel Burgess SAM or any of its associated, related and subsidiary companies (and including their respective employees, agents and sub-contractors), that the Client has dealings with.

‘Business Day’ means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England.

'Client' means the person at whose request or on whose behalf Burgess undertakes the Services.

‘Confidential Information’ means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to, the Contract.

‘Contract’ means the agreement between Burgess and the Client for the supply and purchase of Services incorporating these Conditions and including all their respective schedules, attachments, annexures and statements of work.

‘Data Protection Legislation’ means all applicable laws and regulations relating to the processing of personal data and privacy in any relevant jurisdiction, including but not limited, if relevant, the General Data Protection Regulation (Regulation (EU) 2016/679) in the European Economic Area (the “GDPR”) and/or the Data (Use and Access) Act 2025, the Data Protection Act 2018 and Regulation (EU) 2017/679 as retained in the UK by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) (the “UK GDPR”), the Law n° 1.565 dated 03/12/2024 in the Principality of Monaco, and/ or The Data Protection (Bailiwick of Guernsey) Law, 2017 as amended, and any amendment, consolidation or re-enactment thereof, and any legislation of equivalent purpose or effect enacted in an applicable jurisdiction.

‘Fee’ has the meaning given in Clause 3.3.

'Services' means the services that Burgess provides to the Client under Clause 3.

‘VAT’ means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

In these Conditions, unless the context requires otherwise:

1.1 a reference to the Contract includes these Conditions and their respective schedules, appendices and annexes (if any);

1.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.6 a reference to a gender includes each other gender; 

1.7 words in the singular include the plural and vice versa;

1.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those word;

1.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form [(excluding email)];

1.10   a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

1.11   a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.12   a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Scope

These Conditions shall apply to the provision of the Services until such time as agreed otherwise between the Client and Burgess in writing.

3. Work

3.1 Burgess will perform the services requested by the Client and as agreed by Burgess, or as proposed by Burgess and agreed by the Client (the 'Services').

3.2 Burgess shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous information or instructions from the Client.

3.3 Unless Burgess has otherwise agreed in writing, the Client shall pay for the Services in accordance with the Burgess charge or fee (including commission) then applicable for the relevant Services (‘the Fee’).

3.4 The Fee is exclusive of VAT (or equivalent sales tax).

3.5 The Client shall pay any applicable VAT to Burgess on receipt of a valid VAT invoice.

3.6 Burgess may increase the Fee at any time by giving the Client not less than 20 Business Days’ notice in writing provided that the increase does not exceed 10% of the Fee in effect immediately prior to the increase.

3.7 Notwithstanding clause 3.4, Burgess may increase the Fee with immediate effect by written notice to the Client where there is an increase in the direct cost to Burgess of supplying the relevant Services which is due to any factor beyond the control of Burgess.

3.8 Burgess shall be entitled to presume that any person Burgess deals with has power and authority to represent and/or bind his or her principal.

4. Liability

4.1 Without prejudice to Clause 4.2, Burgess shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising unless same is proved to have resulted solely from the negligence, gross negligence or wilful default of Burgess.

4.2 In the event that the Client proves that the loss, damage, delay or expense suffered by the Client was caused by the negligence, gross negligence or default of Burgess, then, save where loss, damage, delay or expense has resulted from a personal act or omission committed by Burgess or any of its employees or agents or sub-contractor with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result, the liability of Burgess (unless otherwise agreed in writing) for each incident or series of incidents giving rise to a claim or claims shall never exceed £200,000 (two hundred thousand pounds) or an equivalent value in any other currency.

4.3 The limitations in Clauses 4.1 and 4.2 above shall apply however the liability arises, including by breach of any term, condition or warranty expressed or implied by statute, common law or otherwise, arising in tort or arising by breach of statutory duty, provided that Clause 4.1 and this Clause 4.3 shall not exclude or limit liability for death or personal injury caused by the negligence of Burgess or fraud or fraudulent misrepresentation.

4.4 Burgess gives no warranty, guarantee or representation as to the accuracy or nature of any information provided to the Client, or as to the financial standing or creditworthiness of any person.

4.5 The Client warrants and represents to Burgess that it does not and will not rely upon any information provided to the Client by Burgess and as warranted, guaranteed or represented by Burgess as being accurate or otherwise endorsed by Burgess as to its content.

4.6 Without prejudice to Clauses 4.1 and 4.2 above, Burgess shall not be liable for loss of or damage (or any consequences of such loss or damage) to physical equipment and property placed at its disposal by, or on behalf of, the Client however such loss or damage occurs, unless such loss or damage was caused by the act or omission of Burgess committed with intent to cause same or recklessly with knowledge that such loss or damage would probably result.

5. Indemnity

Except to the extent and solely for the amount set out in Clause 4.2 that Burgess would be liable under Clause 4, the Client hereby undertakes to keep Burgess indemnified and to hold Burgess harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against Burgess or which Burgess may suffer or incur, and against and in respect of all costs, loss, damages and expenses (including, but not limited to, legal costs and expenses on a full indemnity basis) which Burgess may suffer or incur (either directly or indirectly) in relation to the provision of the Services.

6. Force majeure

Burgess shall not be responsible nor have any liability for any loss, damage, delay or failure in performance of the Services arising or resulting from any act of God (including, but not limited to earthquake, flood, tsunami, volcano, hurricane, tropical storm, cyclone, blizzard or other similar event), act of war, terrorist attack, nuclear contamination, seizure under legal process, disease or virus or similar (whether epidemic, pandemic or otherwise) or quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people, or from any other occurrence or matter outside the control of Burgess.

7. Data protection