Application and entire agreement
- These Terms and Conditions
apply to the provision of the services detailed in our quotation (Services) by Diemlegal-Process Servers Ltd a company
registered in England and Wales under number 12498776
whose registered office is at Monomark House, 27 Old Gloucester
Street, London, WC1N 3AX (we or us or Service Provider) to the person buying the
services (you or Customer).
- You are deemed to have accepted
these Terms and Conditions when you accept our quotation or from the date of
any performance of the Services (whichever happens earlier) and these Terms and
Conditions and our quotation (the Contract)
are the entire agreement between us.
- You acknowledge that you have
not relied on any statement, promise or representation made or given by or on
our behalf. These Conditions apply to the Contract to the exclusion of any
other terms that you try to impose or incorporate, or which are implied by
trade, custom, practice or course of dealing.
Interpretation
- A “business day”
means any day other than a Saturday, Sunday or bank holiday in England and Wales.
- The headings in these Terms and
Conditions are for convenience only and do not affect their interpretation.
- Words imparting the singular
number shall include the plural and vice-versa.
Services
- We warrant that we will use
reasonable care and skill in our performance of the Services which will comply
with the quotation, including any specification in all material respects. We
can make any changes to the Services which are necessary to comply with any
applicable law or safety requirement, and we will notify you if this is
necessary.
- We will use our reasonable
endeavours to complete the performance of the Services within the time agreed
or as set out in the quotation; however, time shall not be of the essence in
the performance of our obligations.
- All of these Terms and
Conditions apply to the supply of any goods as well as Services unless we
specify otherwise.
Your obligations
- You must obtain any permissions,
consents, licences or otherwise that we need and must give us with access to
any and all relevant information, materials, properties and any other matters
which we need to provide the Services.
- If you do not comply with
clause 10, we can terminate the Services.
- We are not liable for any delay
or failure to provide the Services if this is caused by your failure to comply
with the provisions of this section (Your
obligations).
Fees
- The fees (Fees) for the Services are set out in the
quotation and are on a time and materials basis.
- In addition to the Fees, we can
recover from you a) reasonable incidental expenses including, but not limited
to, travelling expenses, hotel costs, subsistence and any associated expenses,
b) the cost of services provided by third parties and required by us for the
performance of the Services, and c) the cost of any materials required for the
provision of the Services.
- You must pay us for any
additional services provided by us that are not specified in the quotation in accordance
with our then current, applicable daily rate
in effect at the time of performance or such other rate as may be agreed
between us. The provisions of clause 14 also apply to these additional
services.
- The Fees are exclusive of any applicable VAT
and other taxes or levies which are imposed or charged by any competent
authority.
Cancellation and amendment
- We can withdraw, cancel or
amend a quotation if it has not been accepted by you, or if the Services have
not started, within a period of 7 days from
the date of the quotation, (unless the quotation has been withdrawn).
- Either we or you can cancel an
order for any reason prior to your acceptance (or rejection) of the quotation.
- If you want to amend any
details of the Services you must tell us in writing as soon as possible. We
will use reasonable endeavours to make any required changes and additional
costs will be included in the Fees and invoiced to you.
- If, due to circumstances beyond
our control, including those set out in the clause below (Circumstances beyond a party’s control),
we have to make any change in the Services or how they are provided, we will
notify you immediately. We will use reasonable endeavours to keep any such
changes to a minimum.
Payment
- We will invoice you for payment
of the Fees either:
- when we have completed the
Services; or
- on the invoice dates set out in
the quotation.
- You must pay the Fees due
within 14 days of
the date of our invoice or otherwise in accordance with any credit terms agreed
between us.
- Time for payment shall be of
the essence of the Contract.
- Without limiting any other
right or remedy we have for statutory interest, if you do not pay within the
period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the
Bank of England from time to time on the amount outstanding until payment is
received in full.
- All payments due under these
Terms and Conditions must be made in full without any deduction or withholding
except as required by law and neither of us can assert any credit, set-off or
counterclaim against the other in order to justify withholding payment of any
such amount in whole or in part.
- If you do not pay within the
period set out above, we can suspend any further provision of the Services and
cancel any future services which have been ordered by, or otherwise arranged
with, you.
- Receipts for payment will be
issued by us only at your request.
- All payments must be made
in British Pounds unless
otherwise agreed in writing between us.
Sub-Contracting and assignment
- We can at any time assign,
transfer, charge, subcontract or deal in any other manner with all or any of
our rights under these Terms and Conditions and can subcontract or delegate in
any manner any or all of our obligations to any third party.
- You must not, without our prior
written consent, assign, transfer, charge, subcontract or deal in any other
manner with all or any of your rights or obligations under these Terms and
Conditions.
Termination
- We can terminate the provision
of the Services immediately if you:
- commit a material breach of
your obligations under these Terms and Conditions; or
- fail to make pay any amount due
under the Contract on the due date for payment; or
- are or become or, in our
reasonable opinion, are about to become, the subject of a bankruptcy order or
take advantage of any other statutory provision for the relief of insolvent
debtor; or
- enter into a voluntary
arrangement under Part 1 of the Insolvency
Act 1986, or any other scheme or arrangement is made with its creditors;
or
- convene any meeting of your
creditors, enter into voluntary or compulsory liquidation, have a receiver,
manager, administrator or administrative receiver appointed in respect of your
assets or undertakings or any part of them, any documents are filed with the
court for the appointment of an administrator in respect of you, notice of
intention to appoint an administrator is given by you or any of your directors
or by a qualifying floating charge holder (as
defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a
resolution is passed or petition presented to any court for your winding up or
for the granting of an administration order in respect of you, or any
proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual property
- We reserve all copyright and
any other intellectual property rights which may subsist in any goods supplied
in connection with the provision of the Services. We reserve the right to take
any appropriate action to restrain or prevent the infringement of such
intellectual property rights.
Liability and indemnity
- Our liability under these Terms
and Conditions, and in breach of statutory duty, and in tort or
misrepresentation or otherwise, shall be limited as set out in this section.
- The total amount of our
liability is limited to the total amount of Fees payable by you under the
Contract.
- We are not liable (whether
caused by our employees, agents or otherwise) in connection with our provision
of the Services or the performance of any of our other obligations under these
Terms and Conditions or the quotation for:
- any indirect, special or
consequential loss, damage, costs, or expenses or;
- any loss of profits; loss of
anticipated profits; loss of business; loss of data; loss of reputation or
goodwill; business interruption; or, other third party claims; or
- any failure to perform any of
our obligations if such delay or failure is due to any cause beyond our
reasonable control; or
- any losses caused directly or
indirectly by any failure or your breach in relation to your obligations; or
- any losses arising directly or
indirectly from the choice of Services and how they will meet your requirements
or your use of the Services or any goods supplied in connection with the
Services.
- You must indemnify us against
all damages, costs, claims and expenses suffered by us arising from any loss or
damage to any equipment (including that belonging to third parties) caused by
you or your agents or employees.
- Nothing in these Terms and
Conditions shall limit or exclude our liability for death or personal injury
caused by our negligence, or for any fraudulent misrepresentation, or for any
other matters for which it would be unlawful to exclude or limit liability.
Data Protection
- When supplying the Services to
the Customer, the Service Provider may gain access to and/or acquire the
ability to transfer, store or process personal data of employees of the
Customer.
- The parties agree that where
such processing of personal data takes place, the Customer shall be the ‘data
controller’ and the Service Provider shall be the ‘data processor’ as defined
in the General Data Protection Regulation (GDPR)
as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt,
‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data
Subject’ shall have the same meaning as in the GDPR.
- The Service Provider shall only
Process Personal Data to the extent reasonably required to enable it to supply
the Services as mentioned in these terms and conditions or as requested by and
agreed with the Customer, shall not retain any Personal Data longer than
necessary for the Processing and refrain from Processing any Personal Data for
its own or for any third party’s purposes.
- The Service Provider shall not
disclose Personal Data to any third parties other than employees, directors,
agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only
under the same (or more extensive) conditions as set out in these terms and
conditions or to the extent required by applicable legislation and/or
regulations.
- The Service Provider shall
implement and maintain technical and organisational security measures as are
required to protect Personal Data Processed by the Service Provider on behalf
of the Customer.
- Further information about the
Service Provider’s approach to data protection are specified in its Data
Protection Policy, which can be found On the
bottom of our website page under our “Terms & Conditions”.
For any enquiries or complaints regarding data privacy, you
can email: info@www.diemlegal.co.uk .
Circumstances beyond a party’s control
- Neither of us is liable for any
failure or delay in performing our obligations where such failure or delay
results from any cause that is beyond the reasonable control of that party.
Such causes include, but are not limited to: industrial action, civil
unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action or any other event that is beyond the control of the party
in question. If the delay continues for a period of 90 days, either of us may
terminate or cancel the Services to be carried out under these Terms and
Conditions.
Communications
- All notices under these Terms
and Conditions must be in writing and signed by, or on behalf of, the party
giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have
been duly given:
- when delivered, if delivered by
courier or other messenger (including registered mail) during the normal
business hours of the recipient;
- when sent, if transmitted by
fax or email and a successful transmission report or return receipt is
generated;
- on the fifth business day
following mailing, if mailed by national ordinary mail; or
- on the tenth business day
following mailing, if mailed by airmail.
- All notices under these Terms
and Conditions must be addressed to the most recent address, email address or
fax number notified to the other party.
No waiver
- No delay, act or omission by a
party in exercising any right or remedy will be deemed a waiver of that, or any
other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
- If one or more of these Terms
and Conditions is found to be unlawful, invalid or otherwise unenforceable,
that / those provisions will be deemed severed from the remainder of these
Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
- This Agreement shall be
governed by and interpreted according to the law of England and Wales and all disputes arising
under the Agreement (including non-contractual disputes or claims) shall be
subject to the exclusive jurisdiction of the English
and Welsh courts.