1. Offer, Acceptance and Cancellation
1.1. All services carried out by Atlantic Risk Management Services Ltd. (“Atlantic”) are carried out under these terms and conditions. These should be read alongside the documents and/or emails in which Atlantic set out their proposals to provide services (“the Proposal”) to its client (“the Client”). The agreed scope of the services constitutes “the Project”. Together with the order or other acceptance notice issued by the Client, these documents constitute “the Contract”.
1.2. Any order placed by the Client with Atlantic is accepted on the basis of the terms and conditions contained only within the Contract, except as varied in writing and signed by Atlantic and the Client.
1.3. In the absence of a Proposal these terms and conditions do not oblige the Client to offer work to Atlantic nor do they oblige Atlantic to undertake any work offered by the Client.
1.4. Once accepted, should the Client wish to cancel the order, or any part of it, less than 48 hours before commencement of the Project, Atlantic reserves the right to charge a cancellation fee.
1.5. Atlantic will act as the appointed agent of the Client for the purposes of executing the Project only.
2. Pricing / Limits of Liability
2.1. Unless otherwise qualified in the Proposal, fee rates quoted are fixed for the term of the Project. Each day is deemed to consist of 7.5 hours unless stated otherwise. Time will be charged in minimum periods of one hour.
2.2. In addition to the stated fee rates, Atlantic will be entitled to charge the Client for Project-related bought-in goods and services and reasonable travel and subsistence costs actually and properly incurred in the execution of the Project.
2.3. The prices and fee rates quoted or accepted by Atlantic shall, unless expressly stated in the Proposal, be deemed to be exclusive of all duties and taxes all of which shall be paid by the Client.
2.4. Payment terms are net by return following receipt of Atlantic’s invoice.
2.5. Where the Client is required to supply information, equipment, etc. necessary for the Project, these must be supplied in good time to enable Atlantic to proceed with the Project, otherwise Atlantic shall have discretion to recover costs attributable to their non-delivery.
2.6. Where the Client varies the Project from that agreed between the Client and Atlantic at the time the Contract is first made, such additional work or services shall be supplied to the Client in accordance with these terms and conditions at the prices, rates and fees applying at the date at which the additional work or services are agreed.
2.7. Should it become clear that the Project cannot be completed within the agreed time period, Atlantic will notify the Client and limit costs awaiting instructions from the Client. In the event of suspension of the Project on the Client’s instructions, or lack of instruction, any extra expenses incurred may be charged to the Client.
2.8. In no event shall Atlantic be liable for any indirect, special, incidental, consequential or punitive damages or for any lost profits or other economic loss relating to, or arising out of or in connection with the Contract and/or the Project. Subject to the foregoing, Atlantic’s liability if any, relating to, arising out of or in connection with the Contract and/or the Project shall not exceed the lesser of: (a) Atlantic’s Professional Indemnity Cover which is £5,000,000 per claim or; (b) the net fees, commissions and bonuses in respect of the Contract. Nothing in this Clause 2.8 shall exclude or restrict the liability of Atlantic for fraud or for death or personal injury caused by Atlantic’s negligence (or the negligence of its employees while acting in the course of their employment).
2.9. Details of Atlantic’s Professional Indemnity cover are available upon application.
3. Time Limits
3.1. All times agreed for completion of the Project are approximate, are given without commitment and are not “of the essence”. Subject to the foregoing, Atlantic shall use its reasonable endeavours to effect performance by the agreed times. Should it become clear that the Project cannot be completed by the anticipated completion date, Atlantic will advise the Client with a view to reaching agreement as to the satisfactory revised completion date.
3.2. Atlantic shall be under no liability for any loss or damage whatsoever arising directly or indirectly out of delay in or lateness of performance, whether due to the fault of Atlantic or not, nor shall such delay or lateness be a breach or repudiation of the Contract.
4. Standard of Performance
4.1. Atlantic will carry out the Project using its best endeavours, but due to the nature of its work Atlantic cannot guarantee that the Project outcome will be satisfactory for the Client’s purposes. No representation, condition or warranty, expressed or implied, statutory or otherwise is given or deemed to be given by Atlantic in respect of the work carried out for the Client, other than those expressly given in the Contract.
4.2. All services and information will be provided by Atlantic in good faith without liability on its part and the Client agrees to hold Atlantic harmless at all times. Atlantic accepts no liability for the work done, nor for anything the Client does or does not do as a consequence of Atlantic’s conduct of the Project.
5. Client’s Property
5.1. Atlantic reserves the right to dispose of any and all property supplied by the Client or its customers in connection with the Project which remains in Atlantic’s custody for six (6) months beyond the end of the Project without recompense of any kind.
5.2. The Client shall collect or arrange for the storage of any property supplied by the Client or its clients within thirty (30) days of being notified that it is ready for collection. In case of default and notwithstanding the above, Atlantic reserves the right to arrange for storage and to charge the Client with all storage and handling costs incurred.
5.3. All property provided to Atlantic by the Client or its customers for the purposes of the Project are provided entirely at the Client’s risk. Atlantic accepts no liability for the replacement or value of such materials and property in the event of its loss or damage, howsoever caused.
6. Descriptions of Projects and Services
6.1. Unless expressly specified to the contrary any measures, ratings, standards, performance figures, specifications or other descriptive matter given in any Proposal or other Contract document are approximate only.
6.2. The content of any publicity material including catalogues, price lists, advertisements or other published matter and the like are solely intended to represent an overview of Atlantic’s capabilities and will not form part of the Contract or be considered a collateral warranty or a representation inducing the same.
7.1. Atlantic undertakes not to solicit the employees or customers of the Client to move to another debtor finance company or to become employees of Atlantic.
7.2. The Client undertakes not to solicit the employees or sub-contractors of Atlantic to become its employees or sub-contractors.
8. Confidentiality, Publicity and Data Protection
8.1. Atlantic undertakes to keep confidential all data pertaining to the Client and its customers that are disclosed in the course of the Project and/or otherwise provided under the terms of the Contract, except where the Client has given specific consent to such disclosure.
8.2. Atlantic will be free to refer publicly to the Contract with the Client unless the Client explicitly requests that this should not happen.
8.3. Atlantic is registered under the Data Protection Act and will administer its business in accordance with relevant applicable Data Protection legislation.
9. Vesting and Intellectual Property Rights
9.1. Any strategies, documents, checklists, systems or templates used by Atlantic in the course of the Project shall at all times remain the intellectual property of Atlantic. The Client shall hold the same confidential and shall not divulge the same to, or use the same for the benefit of, any other person, except with the prior written consent of Atlantic.
9.2. The Client shall not in any publication or publicity material at any time make use of any report or statement issued by Atlantic, nor any extract there from, nor refer to the fact that the Project has been the subject of a contract with Atlantic without the express written permission of a director of Atlantic. Such permission shall not be unreasonably withheld.
10.1. Atlantic or the Client may terminate the Contract on sixty (60) days written notice. On termination Atlantic shall be entitled to be reimbursed for work actually and properly done to the date of termination, together with reasonable expenses for work commissioned prior to that date. The Client shall be entitled to receive the output of the Project as was complete at the termination date.
11. Force Majeure
11.1. Atlantic shall be entitled, without liability and without prejudice to its other rights, to terminate the Contract or any part thereof, or to effect partial performance or to seek a reasonable extension of time for completion, if performance is prevented, hindered or delayed, directly or indirectly, by reason of war, terrorism, civil commotion, government restriction, lock-out, strike, mutiny, protest, fire, ice, transport difficulty, accident, non- or restricted-availability or late delivery of fuel or power or any other cause beyond the reasonable control of Atlantic, whether or not such cause existed or was foreseeable at the date of the Contract.
12. Work at Premises of the Client or Third Parties
12.1. Where work associated with the Project is to be carried out by Atlantic personnel at premises of the Client or the Client’s customer, the Client warrants that all health and safety requirements applicable to such premises have been and continue be complied with.
13.1 Atlantic shall be entitled to assign or sub-contract, charge or otherwise deal in any or all of its obligations under the Contract without the prior written consent of the Client. Any such assignment or sub-contracting shall not relieve Atlantic from any of its obligations under the Contract.
14. Rights of Third Parties
14.1. No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party and such third party shall not have any right: (a) to directly enforce, bring proceedings in respect of or make claims relating to the parties’ obligations under the Contract; or (b) to be consulted or object to any change in the terms of the Contract.
15. Settlement of Disputes
15.1. Any dispute arising out of the conduct of the Contract shall be discussed by Atlantic and the Client with a view to reaching an amicable solution. Should any dispute (not being a dispute in relation to which Atlantic is empowered by the Contract to make final and conclusive decision) not be settled amicably it shall at the option of either party be referred to the arbitration of a single arbitrator to be agreed upon by Atlantic and the Client, or failing such agreement to an arbitrator to be nominated by the President of a mutually acceptable institution. Nothing herein restricts either party’s rights in law.
16. No Waiver
16.1. Notwithstanding the rights of Atlantic and the Client otherwise than under the Contract, no delay, neglect or forbearance by Atlantic or the Client in enforcement of any term or condition of the Contract shall be deemed to be a waiver of the terms and conditions without prejudice to the rights of either party under the Contract.
17. Applicable Law
17.1. The terms and conditions of the Contract between Atlantic and the Client shall be covered by and construed in all respects in accordance with the Law of England and Wales and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the English Courts.