Terms and Conditions
These terms of business set out the basis on which we shall conduct all matters undertaken for you and shall be read in accordance with any covering letter.
Any differences arising in respect of individual matters shall be notified to you in writing.
2.1 The cost of our services shall be indicative of the type of work undertaken and it is normal procedure for us to provide a quotation in each instance. If there are any changes in your instructions or the matter circumstances at any time these shall be reflected, as we deem fit, in an amended quotation which shall be provided to you at the earliest opportunity. In the event that we are unable to provide a [quotation] we shall keep you informed of the work in progress on a periodic basis or upon your request.
2.2 Where it is necessary to instruct a third party on your behalf, including but not limited to external investigators, to assist with your matter we shall do so as your agent and you shall be responsible for payment of their fees.
3. Payment on Account
From time to time we may ask you to let us have monies generally on account for initial costs and disbursements and settlement of third parties' fees. Any request for any such monies shall not be an estimate or cap on any fee or costs and unless payment was made for a specified purpose, may be used to meet our fees when invoiced to you.
We prefer to bill at the conclusion of a matter however we reserve the right to render interim invoices to you during the course of the matter.
If in the event you have any particular billing requirements please advise us prior to us commencing work.
5. Payment of Invoices
5.1 You shall pay each invoice submitted to you by us, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by the Supplier.
5.2 Without prejudice to any other right or remedy that it may have, if you fail to pay us on the due date, we may:
- charge interest on such sum from the due date for payment at the annual rate of 8.5% above the base lending rate from time to time of The Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and we may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and you shall pay the interest immediately on demand; and
- suspend all services until payment has been made in full.
5.3 Time for payment shall be of the essence of this agreement.
5.4 All sums payable to us shall become due immediately on its termination, despite any other provision. This clause 5.4 is without prejudice to any right to claim for interest under the law, or any such contractual right.
5.5 We may, without prejudice to any other rights it may have, set off any liability of you to us against any liability of us to you.
We hope that you will have no reason to complain about the services we provide to you. However in the event that you are not satisfied please direct your complaint to us in the first instance. All complaints made to us will be handled in an efficient manner and we will strive to solve them quickly. In the event that you remain dissatisfied then you are at liberty to resort to the Disciplinary procedures available against the individual member through the Association of British Investigators,www.theABI.org.uk
7.1 The services we provide you, which shall include any information or advice given to you, is based solely on the information you have given to us and does not constitute advice to any third party to whom you may communicate it.
7.2 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants and subcontractors) to you in respect of: (a) any breach of contract; (b) any use made by you of the services; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
7.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
7.4 Nothing in this agreement limits or excludes our liability: (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by you as a result of our fraud or fraudulent misrepresentation.
7.5 Subject to clause 7.3 and clause 7.4 we shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7.6 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the services shall be limited to the price paid for the services.
8. Rights of Third Parties
8.1 Our duties are owed only to the individual/company whose instructions we are acting upon and we disclaim any liability to any other person. Unless specifically agreed in writing by us in advance, you agree that you will not be acting for another person/company.
8.2 The terms on which we are acting on your matters (contained herein or otherwise) are intended to be enforceable solely by the instructing party and us.
8.3 We do not accept any liability for services or information provided by any third parties instructed by us on your behalf in respect of your matters.
9.1 During the term of this agreement, We will treat as confidential all information concerning your business affairs received as a result of your instructions and not to disclose the information to any third party save to those persons whom we deem necessary to inform unless such information (a) is or becomes generally available to the public or (b) is required to be disclosed in any jurisdiction by any law.
9.2 We reserve the right to require you to enter into a separate confidentiality agreement should we deem it necessary.
9.3 We reserve the right to act on behalf of other individuals/companies who operate in your area or related area subject to our obligations of confidentiality referred to above.
From time to time we may wish to issue publicity about our company and where there is no objection from our clients in respect of their specific matters we like to identify certain individuals/companies and their particular transactions including its nature and the parties involved. In the event that this is unacceptable to you please let us know, otherwise we shall proceed on the basis that we are free to provide details in relation to you, when appropriate.
We shall communicate with such of your officers, staff and other advisers as appears to us to be appropriate. If however you have any specific security requirements relating to the communication of information to you or your company (as the case may be) then please let us know.
12.1 We reserve the right to terminate the provision of our services to you by providing two weeks written notice delivered to your address. You may also terminate your instructions to us on any matter at any time by providing us with written notification. Notwithstanding any termination by either of us you agree to pay any outstanding fees and costs incurred up to the date of termination or the fixed fee agreed.
12.2 We may terminate the services immediately on giving notice to you if:
- You fail to pay any amount due on the due date for payment and remain in default not less than 30 days after being notified in writing to make such payment; or
- You commit a material breach of any of the terms of this agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified by us in writing of the breach; or
- You suspend, or threaten to suspend, payment of debts, are unable to pay your debts as they fall due, admit inability to pay your debts or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply; or
- You commence negotiations with all, or any class of, creditors with a view to rescheduling any of your debts, or make a proposal for, or enter into any compromise or arrangement with, your creditors; or
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with your winding up ; or
- an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over you; or
- a floating charge holder over your assets has become entitled to appoint, or has appointed, an administrative receiver; or
- a person becomes entitled to appoint a receiver over your assets , or a receiver is appointed over your assets; or
- a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; or
- any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c) to clause 12.2(i) (inclusive); or
- you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business; or
- you undergo a change of control (as defined in section 574 of the Capital Allowances Act 2001).
12.3 On termination of this agreement (however arising) the following clauses shall survive and continue in full force and effect 7, 12, 13, 15 and 16.
13.1 All intellectual property rights and all other rights in the services and documents produced pursuant to the services (“Deliverables”) shall be owned by, or licensed to, us. Subject to clause 13.2, we license all such rights to you free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable you to make reasonable use of the Deliverables and the services.
13.2 If at the end of each matter you wish us to return or forward to you or others or deposit in safe custody any documentation which we have acquired from you or on your behalf in respect of such matter, please provide written instructions of the same. In the event that we receive no instructions we shall retain such documentation on our files for a period at our discretion not exceeding 12 months. Any subject access requests received will be dealt with by you or under your instructions and within the provisions of the governing Data Protection regulations.
14. Variation of Terms
We reserve the right to amend or supplement any terms herein contained generally or specific to any matter by providing notice in writing.
15. Governing Law
These terms of business are governed by and shall be construed in accordance with the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English Courts.
16. Data Protection
For the avoidance of doubt the instructions are accepted on the basis that our services are conducted under your direction and as such we are deemed the Data Processor and you, and/or the principal is deemed Data Controller. The handling of personal data will be in accordance with your instructions and direction and in accordance with the model Data Protection Policy published by The Association of British Investigators www.theABI.org.uk