Terms and Conditions
1. Our Services
1.1 Our services are provided by Sloane Risk Group Ltd (“SRG” or the “Company”). The Standard Terms of Business (the “Terms”) as supplemented and/or varied by any relevant confirmation email, Proposal Letter or Service Level Agreement explain the basis upon which SRG provides its services. These Terms will apply to all the work we do for you and they supersede and replace any other Terms we might have sent to you previously. Where the Terms and those contained in the most recent Confirmation Email, Proposal Letter or Service Level Agreement conflict the latter shall prevail.
1.2 Any variation of these Terms that we might agree with you in respect of a specific matter will only be effective if recorded in writing and will only apply to that particular matter.
1.3 References to “we”, “our” and “us” in these Terms refer to SRG (including all its associates, subsidiaries and holding company). References to “you” or “your” are to the client(s) (including all associates, subsidiaries and holding company) named in the relevant Proposal Letter. Reference to an “Assignment”, “Project” or “Task” will be to the assignment, project or task set out in the relevant Proposal Letter.
2. Our Contract with You
2.1 These Terms and the relevant Proposal Letter together constitute the agreement between you and us (together being the “Terms of our Engagement”). The Proposal Letter identifies the client(s) for whom we have agreed to act, the nature and scope of our work, and the amount of our charges.
2.2 We specifically record that we remain an independent contractor in relation to you and that we are not your employee, servant or agent and have no authority in terms of, or arising from, the provisions hereof to bind you or to incur any liabilities or obligations on your behalf or in your name, and no partnership or agency of whatever nature is created between you and us under the Terms of our Engagement; and nothing in the Terms of our Engagement shall be construed as requiring or proposing that we will be providing financial services to you.
3. Acceptance of Instructions and Money
3.1 In order to comply with our legal obligations under the United Kingdom’s antimoney laundering legislation, if requested by us, it will be necessary for you to supply us with documentary evidence of your (and any connected party’s) identity and residence or place of business, and of the source of any monies to be paid to us, before we can accept your instructions or money. If satisfactory documentary evidence is not provided to us when requested, we may not be able to act for you or we may have to terminate our agreement with you.
4. Scope of Our Services
4.1 We will use reasonable skill and care in the provision of the service we provide to you. Any service we provide and any advice we give is only for the use of the client(s) who are named in the relevant Proposal Letter and any associates, subsidiaries or holding company. No one else may rely upon our service or advice, nor derive any rights or benefits from them, without our prior agreement in writing. We accept no liability to anyone who relies on our service or advice without such prior written agreement. The provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded from the Terms of our Engagement, except that any director, consultant or employee of SRG may rely upon the provisions of the Terms of our Engagement that exclude or limit their personal liability. We will obtain and maintain at our own expense at all times during the period of the Assignment all necessary permits, authorisations, licences, consents and Government approvals required for us or our employees, agents, representatives and sub-contractors, to perform the Assignment, and shall comply (and procure that our employees, consultants, representatives, agents and subcontractors comply) at all times with all legislation or regulation relevant to the performance of the Assignment. Subject to the provisions of the Limitation of Liability section below, we agree to indemnify you in full against any and all liability, loss, damages, costs, and/or expenses incurred and/or paid by you arising from, or in connection with, any failure by us to obtain the necessary licenses, authorisations etc. or comply with applicable legislation and regulations.
4.2 Our service and advice will be limited in its nature and scope to the agreement made between us as set out in the relevant Proposal Letter. We accept no liability for any failure to provide a service or advice in relation to any matter that falls outside the agreed nature and scope of our agreement with you, or for any failure to follow our advice.
4.3 Our work will be based upon the information and instructions we receive from you. It is essential that you give us all the information we will need to carry out our work and that the information is accurate, complete and up to date. If there is any change to any of the information that has been supplied to us or if you acquire new information that may be relevant to our work, you must inform us promptly. Please provide any information requested as soon as possible, otherwise we may not be able to progress matters. Similarly, there are some areas where we must have specific instructions and cannot proceed without them. Please respond to letters and telephone calls as soon as possible. We accept no liability for any failure to instruct us properly or in a timely manner.
4.4 We shall try to meet any deadline we agree with you for the performance of our service or the provision of any advice but, unless we agree otherwise in writing, in relation to any time, date or period for performance or delivery by us of our service or advice, time shall not be of the essence.
4.5 Where we provide draft or provisional advice or materials, that advice and those materials should not be relied upon as constituting our final view. Where we make an assessment of the likely level of risk associated with a potential course of action, you accept that such assessment is made in reliance upon information and documents that have been provided to us and cannot therefore be definitive, and that the magnitude or acceptability of a risk is a matter for you, not us.
4.6 We do not act as legal advisers nor will we provide legal advice on the laws or legal procedures of any jurisdiction. If you need legal advice and you ask us to do so, we will endeavour to help you find and obtain advice from a lawyer in the jurisdiction concerned. However, in that event, we accept no liability for any advice that is given to you or us by any lawyer that you or we retain, even if we have nominated or recommended that lawyer.
5. Responsibility for Your Matter
5.1 You agree that we have complete discretion to deploy members of our project team and our consultants or contributors as we consider necessary to ensure appropriate delivery of our service and advice. Sometimes we need to instruct someone outside SRG to work on an Assignment. We accept no liability for the actions or advice of anyone outside SRG who is instructed by you. We will remain responsible for all acts and omissions of our subcontractors and the acts and omissions of those employed or engaged by such subcontractors as if they were our own and we will procure that any sub-contractors we appoint for the Assignment will be subject to obligations no less onerous than those set out in this agreement.
6. Payment of Our Charges
6.1 We will charge you the fees as set out in the Proposal Letter or confirmation email. Unless we agree otherwise in writing, our charges are not contingent and must be paid by you regardless of the result or outcome of an Assignment.
6.2 There may be out of pocket expenses (called disbursements) that we will need to incur on your behalf in order to progress your assignment. Any disbursements will be agreed with you in advance of them being incurred by us. Any agreed disbursements we incur will be charged to you and included in the invoices we deliver to you. Disbursements might include, but will not necessarily be limited to, administrative charges, agent’s fees, courier charges, photocopying costs, travelling expenses, and other such out of pocket expenses. In addition, we reserve the right to charge to you:
(1) any bank charges we incur if you pay us by bank transfer or credit card; and
(2) any foreign currency conversion costs we incur if you pay us in a currency other than pounds sterling.
6.3 We are registered for VAT. Our VAT registration number is 310922343. Unless exempt from VAT, our charges, and most disbursements, will be subject to VAT at the rate that applies when the work is billed. In order to comply with VAT Regulations, our invoices will always be addressed to the client(s) to whom our services have been provided, regardless of who pays the invoice. This is because we are not permitted to issue a VAT invoice to anyone other than our client in any circumstances.
6.4 Unless your matter will be of limited duration or we agree otherwise in writing, we shall deliver invoices to you at regular intervals as the Project progresses. We shall also deliver a final invoice to you at the end of the Project. If we agree that a third party can pay the charges you incur with us, you will remain liable for the payment of those charges until they have been paid by the third party.
6.5 Our invoices (both interim and final) are payable on presentation. Any query you have in respect of any invoice we deliver to you must be raised with us promptly and no later than one month after the date of the invoice. Unless within one month of the invoice date you have indicated otherwise in writing, you will be deemed to have admitted liability for the debt represented by the invoice. Payment of invoices must be made in pounds sterling unless otherwise agreed. If you pay us in a foreign currency, we will charge the currency conversion costs to you. If conversion results in a sterling sum that is less than the amount of the invoice, you must pay to us the sum that remains outstanding. Our invoices are payable in full, no deductions may be made in respect of bank charges, for the cost of foreign currency conversion, or by way of set-off or counterclaim. We accept payment by bank transfer or sterling cheque drawn on a UK bank. We do not accept cash payments. If we have to pay money to you, it will be paid to you by cheque or bank transfer. It will not be paid in cash or to a third party.
6.6 Unless you have raised a query in accordance with 6.5, if you do not pay an invoice within one month of receiving it or provide money we request on account of costs pursuant to 7.1 within fourteen (14) days (or such longer period as we may specify in the request), we may suspend or terminate our agreement with you, instruct any third parties engaged by us to do likewise, and invoice you for all unbilled charges and disbursements. If an invoice remains unpaid for more than thirty days, we will charge you interest on the amount outstanding on a daily basis from the date of the invoice until the date of payment at a rate of 2% above the base rate of the Bank of England. Such interest is payable on demand.
6.7 Unless you have raised a query in accordance with 6.5, if you fail to pay our charges and it becomes necessary for us to take steps to recover them through court proceedings or other means, you agree to pay to us on demand all reasonable legal and other fees and expenses (including the fees of any barrister, lawyer, private investigator and process server) that we incur in doing so, and to pay us interest on those costs and expenses at the same rate as is payable on judgment debts, currently 8% per annum.
7. Retainer Payments
7.1 Our practice from time to time is to require clients to provide us with sums of money on account of the costs and VAT we anticipate they will incur in the weeks or months ahead. We may make such a request at the start of a matter and on other occasions as necessary. We may suspend or terminate our agreement with you if funds are not provided promptly when requested. Any delay in providing funds could have an adverse effect on your Assignment. We accept no liability for any prejudice caused to you or your matter as a result of any delay in providing, or for any failure to provide, funds to us. As we are liable for all disbursements we incur on your behalf, we have no obligation to incur disbursements unless you have first provided us with cleared funds to discharge them. This is particularly so in the case of large disbursements. Any surplus funds that remain after our costs and disbursements have been paid will be returned to you at the end of the Assignment.
7.2 Whenever we hold money on your behalf and for any reason (for example, money held on account of costs or other funds payable to you at the conclusion of an Assignment), you agree that we may deduct from that money all sums that are due to us in respect of charges and disbursements we have agreed with you (at the time of the Proposal or with your subsequent approval) on that Assignment and on any other Assignment upon which we are instructed by you.
8. Lien
8.1 We have a legal right to retain any property belonging to you that is in our possession or under our control or that is recovered or preserved by us on your behalf until our costs and disbursements have been paid in full. This is called a “lien” It is our practice always to exercise our lien until all outstanding charges have been paid.
9. Confidentiality
9.1 Except as required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, we shall keep your affairs confidential. If we need to take any legal action or seek protection against disclosure of your confidential information, we will discuss those steps with you and, if you wish to proceed, we will require you (at our election) either to retain legal representation to represent us or indemnify us for the costs and expenses, including reasonable legal fees and disbursements incurred.
9.2 Our obligation of confidentiality does not extend to information that is already in the public domain or which we obtain from a third party who is entitled to disclose it. We owe the same obligation of confidentiality to all our clients. We cannot therefore disclose to you confidential information that we hold in relation to another client without the consent of the other client. Confidentiality and legal privilege can only be overridden in exceptional circumstances.
10. Conflicts of Interest
10.1 We may act for you and another client where a conflict of interest would otherwise exist provided that we have the consent of both parties. If through a change of circumstance or otherwise we find that we have agreed to act for you in circumstances that subsequently give rise to a conflict of interest, we will discuss with you how to deal with the conflict, but we may be obliged to cease acting for you. We act for many clients and some of them may work in the same industry or sector as you. You agree that the fact that other clients are or may be competitors or potential competitors of yours or have or develop commercial interests that are or may be adverse to you will not on its own prevent us from acting for them or you.
11. Limitation of Liability
11.1 Subject to the provisions of this Limitation of Liability section, we shall not limit our liability for any loss incurred by you arising from, or in connection with (i) our breach of confidentiality; (ii) our wilful default or gross negligence or that of our employees, agents, representatives and subcontractors (ii) any injury, sickness, disease, or death of any person employed by or engaged on our behalf in the performance of the Assignment; and/or (iii) any damage to property in the performance of the Assignment caused or committed through negligence or otherwise by any person employed by or engaged on our behalf; provided that we shall not be liable to you for any portion of liability, loss, damages, costs, and/or expenses incurred and/or paid by you to the extent it results directly from, any fraud, recklessness, gross negligence or wilful misconduct by you or your employees, agents or representatives. Neither party shall limit or exclude its liability for personal injury or death due to negligence or fraud.
11.2 Subject to clause 11.3 and to the extent that such limitation is permitted by applicable law, you agree that the aggregate liability of SRG, and of all its directors, consultants and employees, for any loss or damage arising from or in connection with any service we have provided or failed to provide under the Terms of our Engagement in any circumstances whatsoever (whether in contract, tort, under statute or otherwise) and whenever and howsoever caused (including, but not limited to, our own negligence or non-performance) shall be limited in respect of all claims from all clients to a maximum amount of £1 million (one million pounds sterling). Your liability to SRG for any loss or damage arising from or in connection with the Terms of our Engagement in any circumstances whatsoever (whether in contract, tort, under statute or otherwise) and whenever and howsoever caused, and subject to 11.3 below, shall in no way exceed the total fees paid or payable under the Terms of our Engagement.
11.3 In no event shall either party or any of their respective directors, consultants and employees be liable for any punitive, indirect, incidental, extrinsic, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind or any loss of profits, loss of income, loss of goodwill, loss of anticipated savings, or any other pecuniary loss arising out of a delay in delivery or reliance on the agreed services or advice of SRG arising in connection with an Assignment, whether based on contract, tort, statute or otherwise, except to the extent that the limitation of liability contained herein is not permitted by applicable law.
11.4 During the term of this agreement and for a period of 12 months thereafter, we shall maintain in force, with a reputable insurance company, professional indemnity insurance in an amount consistent with both our liabilities under this agreement and standard industry practice and shall, on your request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.
11.5 If you sustain loss for which we and another person are jointly and severally liable, you agree that the loss you can recover from us shall be limited so as to be in proportion to our relative contribution to the fault that caused the loss.
11.6 SRG has legal responsibility for all work its directors, consultants and employees carry out on its behalf. No individual director, consultant, or employee of SRG contracts with you personally or assumes legal responsibility to you personally in respect of work properly performed on behalf of SRG. All communications sent to you during the course of our work (whether signed by a director, consultant or employee) are to be treated as sent on behalf of SRG. You agree that you will not make any claim (whether in contract, tort, under statute, or otherwise) against any individual director, consultant, or employee of SRG personally. Directors, consultants, and employees of SRG shall be entitled to rely on these Terms and any relevant Proposal Letter to the extent that they limit their personal liability.
12. Non-Solicitation
12.1 You agree that for the duration of any services provided by us pursuant to a Proposal Letter and for a period of twenty-four months after the date of completion of such services, you shall not, without our prior written consent, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person or in any other capacity:
(i)
Solicit or endeavour to solicit away from us any employee or subcontractor who was employed or subcontracted by us during our provision of the services or recommend any such person to any other person or entity that might result in an approach to such person to leave our employ.
(iI)
Provided that nothing in the foregoing will apply to any employee or subcontractor of SRG where such employee or subcontractor is offered employment following a response by that person or business to a general advertisement regarding employment opportunities which was made in any website, newspaper, trade journal or other magazine or periodical, and where no direct solicitation of such employee or subcontractor was made prior to the response to such advertisement.
13. Termination of Our Agreement with You
13.1 You agree that: (1) an agreement for the provision of our services that relates to a specific Assignment terminates automatically at the conclusion of that Assignment; and (2) an open-ended agreement for the provision of our services that does not relate to a specific Assignment terminates six months after the last date on which we provide a service to you (excluding the provision of free services or materials). Unless new terms are agreed, our acceptance of instructions subsequent to the termination of any previous agreement with you gives rise to a new agreement on the same terms.
13.2 Our agreement with you may be terminated before it is concluded by order of the court, by a decision of a regulator or by either of us giving the other notice to that effect in writing. We may terminate our agreement only for good reason, for mutual convenience, for the declared insolvency of either party or for a material breach of contract or as otherwise agreed between us.
13.3 A party may terminate this Agreement immediately in the event that: (i) the other Party is in material breach of the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; (ii) the other Party commits a material breach which is incapable of remedy; or (iii) the other Party ceases its business operations or becomes subject to insolvency proceedings, which proceedings are not dismissed within thirty (30) days.
13.4 If you, we, a court or a regulator terminates our agreement with you, you must pay us for all the work we carried out prior to the agreement between you and us being terminated.
14. Complaints and Concerns
14.1 We aim to provide all our clients with an efficient and professional service. However, should circumstances occur where this fall short of your expectations, please do not hesitate to contact the relevant Project Leader who will deal promptly with your concerns. Should you remain dissatisfied, please contact the Managing Director of SRG who will seek to ensure that any problem is resolved speedily and to the reasonable satisfaction of all parties.
15. Electronic Communications
15.1 Unless you expressly prohibit communication by email or fax, we may use email and/or fax to communicate with you and with others involved in your Project. Electronic communication carries with it certain risks. Emails may not be secure, may be intercepted, may carry viruses, may distort during transmission, and may arrive late or not at all. Anyone who does not expressly prohibit communication by email or who communicates with us by email is taken to accept these risks. We accept no liability for any inadvertent breach of confidence or privilege, or for any loss or damage that occurs, as a result communication by email and we accept no liability for viruses. You should rely on your own anti-virus software and we recommend that you scan all emails and any attachments for viruses before opening them. We advise you to confirm any advice received by email before acting on it. We monitor electronic communications to protect our business, clients and staff, and to ensure that our legal and regulatory obligations and our internal policies and procedures are being complied with.
16. Data Protection
16.1 Personal data you provide to us will be held and processed in accordance with our obligations under applicable data protection laws. We shall assume that you have complied with your own obligations under data protection laws in providing such personal data to us in the first place. By entering into these Terms, you confirm, both for yourself and for any individuals whose personal data you disclose to us, that we may hold and process the data for the following purposes: (1) to provide you with such services as you request from us from time to time; (2) to administer your relationship with us and our internal records; (3) to comply with our legal, regulatory and professional obligations; (4) to trace and collect payment of any debt owed to us; (5) to ensure the safety and security of our staff and premises including through the use of CCTV; (6) ; and (7) to provide you with information about us, our Group and our services. If at any time you would prefer not to receive information about us or our services, please inform us in writing.
16.2 The above activities may include transferring information to countries where the statutory protection in connection with data and/or privacy is less robust than that in the United Kingdom, or indeed non-existent. Notwithstanding this, we undertake to treat your personal data with care and confidentiality and to observe the same high standards in every country in which it is held. If you do not want information to be used in this way, please contact us in writing.
17. Unforeseen Events
17.1 We accept no liability for any failure to perform, or for any delay in performing, our obligations to you under these Terms in respect of an Assignment caused by circumstances outside our reasonable control. If we are prevented by such circumstances from wholly or substantially performing our obligations under these Terms for a continuous period of seven days, either of us shall be entitled to terminate the Terms of our Engagement immediately by giving the other notice in writing. Neither party shall be liable to the other because of such termination but you shall remain liable to pay all costs and disbursements that we incurred prior to termination.
18. Severability and Assignment
18.1 If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected. If any invalid, unenforceable or illegal provision of these Terms would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19. Law and Jurisdiction
19.1 1 Our agreement with you, and any dispute between us, shall be governed by English law and, unless we at our complete discretion elect otherwise, shall be subject to the exclusive jurisdiction of the English courts. Any judgment or order of the English courts (or any judgment or order of the courts of any other jurisdiction in which we may at our complete discretion elect to bring a claim) will be conclusive and binding and may be enforced in the courts of any other jurisdiction.