STANDARD SERVICE TERMS AND CONDITIONS
BACKGROUND:
Business Sipport 4 Companies Limited (the “Service Provider”) provides advice about dealing with limited company and limited liability partnerships debt and general advice and assistance to business clients. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
“Agreement” means the agreement between the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) and the Monthly Fee agreement which shall govern provision of the Services.
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in its offices in Flint or other locations as agreed from time to time;
“Client” means the party procuring the Services from the Service Provider who shall be identified in the Agreement;
“Commencement Date” means the date on which provision of the Services will commence, as defined in the Agreement;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Data Protection Legislation” means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
“Fees” means all sums due under the Agreement from the Client to the Service Provider, including those specified in the Monthly Fee Agreement.
“Monthly Fee Agreement” means the Monthly Fee Agreement between the Service Provider and the Client setting out the Monthly payments due form the Client to the Service Provider.
“Services” means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and the Client
“Term” means the term of the Agreement as defined therein.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time.
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.2.5 a “Party” or the “Parties” refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.
2.2 The Service Provider shall provide the Services with reasonable care, that is of acceptable standard in the business advice, support and assistance sector in the United Kingdom.
2.3 The Service Provider may act on the Client’s behalf as set out in the Monthly Fee Agreement.
3.2 The client will pay on the agreed date each month the monthly fee agreed between itself and the service provider. Any failure to make the payment unless agreed before hand may result in a suspension of the services provided under the agreement
3.3 If the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
3.4 If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
3.5 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 and in particular 3.2 of the Agreement shall not be the responsibility or fault of the Service Provider.
4.2 The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Fee Agreement.
4.3 All payments required to be made pursuant to the Agreement by the client shall be made on the agree date and in any event within 5 working days of receipt by that Party of the relevant invoice.
5.2 The Service Provider’s total liability for any loss or damage caused due to its negligence or breach of the Agreement to be limited to the total amount of fees received by the Service Provider from the Client.
5.3 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
5.4 Nothing in these Terms, Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
5.5 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
6.1.2 not disclose any Confidential Information to any other party.
6.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement.
6.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
6.2 Either Party may:
6.2.1.2 any governmental or other authority or regulatory body; or
6.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies.
6.2.1.4 where required, any creditor of the Client or any authorised agent of that creditor.
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. and
6.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
7.2 [In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
8.2 Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 1 calendar months written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 8.1 of the Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 6 calendar months.
8.3 Either Party may terminate the Agreement by giving to the other not less than 1 calendar month written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Fee Agreement).
8.4 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
8.4.2 the Client commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
8.4.3 a receiver is appointed, of any of the property or assets of the Client;
8.4.4 the Client enters into a Corporate Voluntary Arrangement (CVA) with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
8.4.5 the Client goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Client under the Agreement);
8.4.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Client.
8.4.7 the Client ceases, or threatens to cease, to carry on business; or
8.4.8 control of the Client is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
8.5 For the purposes of sub-Clause 8.4.2, a breach shall be considered capable of remedy if the Client can comply with the provision in question in all respects.
8.6 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
Upon the termination of the Agreement for any reason:
9.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect.
9.3 subject as provided in Clause 9 of the Agreement and except in respect of any accrued rights, neither Party shall be under any further obligation to the other; and
10.2 For complete details of the Service Provider’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Service Provider’s Privacy Notice [available from ——-insert location——-].]
11.2 [All personal data to be processed by the Service Provider on behalf of the Client, subject to these Terms and Conditions and/or the Agreement, shall be processed in accordance with the terms of a Data Processing Agreement into which the Parties shall enter before any personal data is processed.]
OR
11.2 [Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 12 nor the Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
11.3 For the purposes of the Data Protection Legislation and for this Clause 12 and the Agreement, the Service Provider is the “Data Processor” and the Client is the “Data Controller”.
11.4 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in a Schedule to the Agreement.
11.5 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in [these Terms and Conditions] AND/OR [the Agreement] [and the Schedule to the Agreement].
11.6 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under [these Terms and Conditions] AND/OR [the Agreement]:
11.6.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Schedule to the Agreement.
11.6.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and
11.6.4 Not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:
11.6.4.2 Affected data subjects have enforceable rights and effective legal remedies;
11.6.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
11.6.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
11.6.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
11.6.6 Notify the Data Controller without undue delay of a personal data breach;
11.6.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law; and
11.6.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with [this Clause 12] AND/OR [the Agreement] and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
11.7 [The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under [this Clause 12] AND/OR [the Agreement].]
OR
11.7 [The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under [this Clause 12] AND/OR [the Agreement] without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall:
11.7.2 Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.]
11.8 Either Party may, at any time, and on at least ——–insert period, e.g. 30 calendar days’——- notice, alter the data protection provisions of the Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to the Agreement.]
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
14.2. The Service Provider may assign the Agreement to an unconnected party whereupon receipt of notice of such assignment, the Client agrees to perform its obligations with the Assignee and continue to make payments as directed by the Assignee from time to time.
14.3. The Client may not assign the Agreement to anyone without the prior consent of the Service Provider which may be withheld for whatever reason
All times and dates referred to in the Agreement shall be of the essence of the Agreement.
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
17.2 Subject to Clause 21 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
18.2 Notices shall be deemed to have been duly given:
18.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
18.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
18.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
19.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
22.2 The decision and outcome of the final method of dispute resolution under Clause 22 of the Agreement shall be final and binding on both Parties.
23.2 Subject to the provisions of Clause 26 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.