Terms & Conditions – Forensic Services
Terms & Conditions – Forensic Services
The following document (the “Agreement”) describes the Terms and Conditions under which you (“You” or “Client”) will receive Forensic Services (“Forensic Services”) from Technical Solutions Group Limited (“TSG”).
The following document (the “Agreement”) describes the Terms and Conditions under which you (“You” or “Client”) will receive Forensic Services (“Forensic Services”) from Technical Solutions Group Limited (“TSG”).
1.Definitions
1.Definitions
1.1.
1.1.
“Client Data” means information, data and other content, in any form or medium that is accessed, submitted, processed, stored or disclosed by You or on Your behalf as part of the Forensic Services.
“Client Data” means information, data and other content, in any form or medium that is accessed, submitted, processed, stored or disclosed by You or on Your behalf as part of the Forensic Services.
1.2.
1.2.
“Supplier” means TSG, a private limited company registered in England and Wales (Company No: 10562171)
“Supplier” means TSG, a private limited company registered in England and Wales (Company No: 10562171)
1.3.
1.3.
“Deliverables” means any deliverables agreed upon by the parties and set out in a mutually agreed upon Scope of Work (“SOW”).
“Deliverables” means any deliverables agreed upon by the parties and set out in a mutually agreed upon Scope of Work (“SOW”).
1.4.
1.4.
“Order” means the document agreed to by TSG and You indicating the Forensic Services you wish to purchase from TSG.
“Order” means the document agreed to by TSG and You indicating the Forensic Services you wish to purchase from TSG.
1.5.
1.5.
“Expert” means any employee or other individual or body corporate as the case may be which TSG uses or engages to supply, or in relation to, the services.
“Expert” means any employee or other individual or body corporate as the case may be which TSG uses or engages to supply, or in relation to, the services.
1.6.
1.6.
“Services” means the Services (if any) which the Supplier is to supply in accordance with these Conditions.
“Services” means the Services (if any) which the Supplier is to supply in accordance with these Conditions.
Place and Hours of Business
Place and Hours of Business
2.1.
2.1.
TSG’s registered office is located in Unit C2 Skylon Court, Coldnose Road, Hereford, HR2 6JS, UK. Telephone number: 01432 430 123 and an Email: forensics@tsg-ops.com.
TSG’s registered office is located in Unit C2 Skylon Court, Coldnose Road, Hereford, HR2 6JS, UK. Telephone number: 01432 430 123 and an Email: forensics@tsg-ops.com.
2.2..
2.2..
Usual office hours are 9:00am to 5:00pm UK Time, Monday to Friday. Work is completed outside these hours in accordance with prior agreements.
Usual office hours are 9:00am to 5:00pm UK Time, Monday to Friday. Work is completed outside these hours in accordance with prior agreements.
Forensic Services
3.1.
3.1.
Any Forensic Services to be performed by the Supplier for You shall be set out in a mutually agreed upon SOW. This Agreement and the applicable SOW shall govern and supersede any Terms and Conditions stated on any Purchase Order or other document submitted by You.
Any Forensic Services to be performed by the Supplier for You shall be set out in a mutually agreed upon SOW. This Agreement and the applicable SOW shall govern and supersede any Terms and Conditions stated on any Purchase Order or other document submitted by You.
3.2.
3.2.
Forensic Services includes but not limited to Digital Investigations, Digital Forensics, Cell Site Analysis, RF Survey Services, Expert Witness Services & Consultancy.
Forensic Services includes but not limited to Digital Investigations, Digital Forensics, Cell Site Analysis, RF Survey Services, Expert Witness Services & Consultancy.
3.3.
3.3.
Any advice or recommendation given by the Supplier or its employees or agents to You or its employees or agents as to the provision of the Forensic Services which is not confirmed in writing by the Supplier, is followed or acted upon entirely at Your own risk, and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed in writing.
Any advice or recommendation given by the Supplier or its employees or agents to You or its employees or agents as to the provision of the Forensic Services which is not confirmed in writing by the Supplier, is followed or acted upon entirely at Your own risk, and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed in writing.
Provision of Service
4.1.
4.1.
Our aim is to give all clients quality service, advice and representation in a courteous and professional manner, to explain what we are doing on your behalf and why, and regularly to report on progress of the matter to you.
Our aim is to give all clients quality service, advice and representation in a courteous and professional manner, to explain what we are doing on your behalf and why, and regularly to report on progress of the matter to you.
4.2.
4.2.
If you have any queries or are unhappy with any aspect of our service, please contact in the first instance the person dealing with the matter. If the problem is not resolved to your satisfaction, please contact TSG at contact@tsg-ops.com.
If you have any queries or are unhappy with any aspect of our service, please contact in the first instance the person dealing with the matter. If the problem is not resolved to your satisfaction, please contact TSG at contact@tsg-ops.com.
Staffing and Communication
Staffing and Communication
5.1.
5.1.
Each time we open a case for you, you will be advised of the person principally dealing with it. He/she may be assisted by other members of the office as appropriate.
Each time we open a case for you, you will be advised of the person principally dealing with it. He/she may be assisted by other members of the office as appropriate.
5.2.
5.2.
The Supplier, in its sole discretion, will provide suitably experienced personnel to perform Forensic Services and reserves the right to have some or all of the Forensic Services performed by preapproved sub-contractors. The Supplier shall be vicariously liable for the performance of Forensic Services by such sub-contractors under an SOW.
The Supplier, in its sole discretion, will provide suitably experienced personnel to perform Forensic Services and reserves the right to have some or all of the Forensic Services performed by preapproved sub-contractors. The Supplier shall be vicariously liable for the performance of Forensic Services by such sub-contractors under an SOW.
5.3.
5.3.
The Client hereby agrees that the Supplier may delegate or subcontract the performance of the services and may rely upon advice or opinion of any third party who in the opinion of the Supplier reasonably is competent for that purpose.
The Client hereby agrees that the Supplier may delegate or subcontract the performance of the services and may rely upon advice or opinion of any third party who in the opinion of the Supplier reasonably is competent for that purpose.
5.4.
5.4.
The Supplier shall not be bound to give notice to the appointer of any such delegation or subcontracting of the services. Without prejudice to this condition, the Supplier will use reasonable care to notify You of any such delegation or sub-contractor carrying out the service in its absolute discretion.
The Supplier shall not be bound to give notice to the appointer of any such delegation or subcontracting of the services. Without prejudice to this condition, the Supplier will use reasonable care to notify You of any such delegation or sub-contractor carrying out the service in its absolute discretion.
Scope of Work
6.1.
6.1.
Any written SOW detailing the professional services entered into by a Client and the Supplier shall include and have incorporated into it the applicable requirements, acceptance criteria, specifications, deliverables and delivery date, scope of services as appropriate.
Any written SOW detailing the professional services entered into by a Client and the Supplier shall include and have incorporated into it the applicable requirements, acceptance criteria, specifications, deliverables and delivery date, scope of services as appropriate.
6.2.
6.2.
The Supplier shall not have any obligation to provide any Forensic Services until such SOW is accepted in writing by all parties. Substantial changes to the SOW and deliverables under an SOW shall be effective only when authorised in writing detailing the specific changes and impact on fees and completion dates.
The Supplier shall not have any obligation to provide any Forensic Services until such SOW is accepted in writing by all parties. Substantial changes to the SOW and deliverables under an SOW shall be effective only when authorised in writing detailing the specific changes and impact on fees and completion dates.
6.3.
6.3.
Any completion dates set out in the SOW are estimates only. The Supplier reserves the right to amend any completion dates where You fail to provide suitable access to required data and/or personnel required to support the provision of Forensic Services.
Any completion dates set out in the SOW are estimates only. The Supplier reserves the right to amend any completion dates where You fail to provide suitable access to required data and/or personnel required to support the provision of Forensic Services.
6.4.
6.4.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of You.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of You.
6.5.
6.5.
The Supplier reserves the right to amend the SOW if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Forensic Services, and the Supplier shall notify the Client in any such event.
The Supplier reserves the right to amend the SOW if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Forensic Services, and the Supplier shall notify the Client in any such event.
6.6.
6.6.
The Client undertakes to give immediate written notification of every hearing, meeting or other appointment at which the Supplier’s expert attendance will or may be required.
The Client undertakes to give immediate written notification of every hearing, meeting or other appointment at which the Supplier’s expert attendance will or may be required.
Charges, Costs and Billings
7.1.
7.1.
Our standard hourly rate will be as that stated in our estimate to you, the Client, based on time spent. All prices provided are valid for 30 days, unless otherwise specified by the Supplier, or until earlier acceptance by You, after which time they may be altered by the Supplier without giving notice to You.
Our standard hourly rate will be as that stated in our estimate to you, the Client, based on time spent. All prices provided are valid for 30 days, unless otherwise specified by the Supplier, or until earlier acceptance by You, after which time they may be altered by the Supplier without giving notice to You.
7.2.
7.2.
The Supplier reserves the right, by giving notice to the Client at any time before Delivery, to increase the price to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including but not limited to, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs incurred), any change in delivery dates, quantities or specifications which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate information or instructions.
The Supplier reserves the right, by giving notice to the Client at any time before Delivery, to increase the price to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including but not limited to, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs incurred), any change in delivery dates, quantities or specifications which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate information or instructions.
7.3.
7.3.
Additional work completed at your request is charged on the same basis. The hourly rate charged will be reviewed from time to time and may be adjusted to reflect the complexity, urgency, importance or value of the work (either in whole or in part).
Additional work completed at your request is charged on the same basis. The hourly rate charged will be reviewed from time to time and may be adjusted to reflect the complexity, urgency, importance or value of the work (either in whole or in part).
7.4.
7.4.
You may place a limit on the amount of charges that may be incurred without your prior approval. If you wish to do so, please tell us in writing.
You may place a limit on the amount of charges that may be incurred without your prior approval. If you wish to do so, please tell us in writing.
7.5.
7.5.
Unless otherwise agreed in writing, payment becomes due 30 days after presentation of our invoice.
Unless otherwise agreed in writing, payment becomes due 30 days after presentation of our invoice.
7.6.
7.6.
As the instructing Client you are responsible for our charges unless we have agreed in writing otherwise. This is so even if the bill is to be submitted to a third party, someone else has agreed to pay your costs or the matter does not proceed to completion.
As the instructing Client you are responsible for our charges unless we have agreed in writing otherwise. This is so even if the bill is to be submitted to a third party, someone else has agreed to pay your costs or the matter does not proceed to completion.
7.7.
7.7.
Without Prejudice to condition 7.9, the supplier reserves the right to raise an administration invoice to the Supplier for late payment of invoices. The administration fee will be notified to the Client in advance but, in any event, will not be less then £50.
Without Prejudice to condition 7.9, the supplier reserves the right to raise an administration invoice to the Supplier for late payment of invoices. The administration fee will be notified to the Client in advance but, in any event, will not be less then £50.
7.8.
7.8.
The Client is not entitled to withhold payment of any amount due to the Supplier by way of any set-off or counterclaim.
The Client is not entitled to withhold payment of any amount due to the Supplier by way of any set-off or counterclaim.
7.9.
7.9.
If you fail to pay any amount that is due and payable, in addition to any other rights and remedies available to the Supplier, the Supplier shall be entitled to charge interests on all outstanding amounts at the lesser of 3% above the UK base interest rate, as determined by the Company’s own bank from time to time, per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment. The Supplier shall also be entitled to suspend performance of Services until such a time as all amounts owing have been paid by You.
If you fail to pay any amount that is due and payable, in addition to any other rights and remedies available to the Supplier, the Supplier shall be entitled to charge interests on all outstanding amounts at the lesser of 3% above the UK base interest rate, as determined by the Company’s own bank from time to time, per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment. The Supplier shall also be entitled to suspend performance of Services until such a time as all amounts owing have been paid by You.
Legal Aid
8.1.
8.1.
Where the Services are provided or are intended to be provided in connection with a case that is funded or part funded or is intended to be funded by the Legal Aid Agency the Client agrees to the following terms and conditions in addition, and without prejudice to other terms and conditions of this contract:
Where the Services are provided or are intended to be provided in connection with a case that is funded or part funded or is intended to be funded by the Legal Aid Agency the Client agrees to the following terms and conditions in addition, and without prejudice to other terms and conditions of this contract:
8.2.
8.2.
Promptly notify the Supplier when Legal Aid has been applied for or granted or amended or withdrawn;
Promptly notify the Supplier when Legal Aid has been applied for or granted or amended or withdrawn;
8.3.
8.3.
Apply to the Legal Aid Agency for prior authority of the estimated payments for the services and promptly notify the Supplier of the result of from time to time;
Apply to the Legal Aid Agency for prior authority of the estimated payments for the services and promptly notify the Supplier of the result of from time to time;
8.4.
8.4.
That on each and every occasion the appointer agrees early disbursement of the Suppliers fees within 30 days when the Supplier submits and invoice from time to time;
That on each and every occasion the appointer agrees early disbursement of the Suppliers fees within 30 days when the Supplier submits and invoice from time to time;
8.5.
8.5.
Apply to the Legal Aid Agency for interim payment in respect of the services in Legally Aided cases;
Apply to the Legal Aid Agency for interim payment in respect of the services in Legally Aided cases;
8.6
8.6
The appointer shall be liable at all times for the Suppliers fees and costs following engagement of the Supplier whether verbally or in writing, and where the appointer fails to give written instruction for the Expert to cease work.
The appointer shall be liable at all times for the Suppliers fees and costs following engagement of the Supplier whether verbally or in writing, and where the appointer fails to give written instruction for the Expert to cease work.
8.7
8.7
Without prejudice to other terms and conditions in this agreement, the Supplier may at its sole discretion extend the payment period in legal aid cases from 30 days to a maximum of 60 days. The extended period will in any event not be provided unless the appointer strictly adheres to this agreement.
Without prejudice to other terms and conditions in this agreement, the Supplier may at its sole discretion extend the payment period in legal aid cases from 30 days to a maximum of 60 days. The extended period will in any event not be provided unless the appointer strictly adheres to this agreement.
Disbursements, Expenses and VAT
9.1.
9.1.
We will add to our charges:
We will add to our charges:
a.
a.
Disbursements necessarily incurred on your behalf;
Disbursements necessarily incurred on your behalf;
b.
b.
Value Added Tax.
Value Added Tax.
c.
c.
“Disbursements” means the immediate cost incurred such as rail or other public transport costs, the travelling costs at 45.0p per mile where private or company vehicles are used, subsistence, printing, photocopying, postage etc anything creates an immediate charge.
“Disbursements” means the immediate cost incurred such as rail or other public transport costs, the travelling costs at 45.0p per mile where private or company vehicles are used, subsistence, printing, photocopying, postage etc anything creates an immediate charge.
d.
d.
“Travel Fees” mean the literal time spent travelling and waiting, which is charged at the agreed hourly Expert fees agreed or part thereof.
“Travel Fees” mean the literal time spent travelling and waiting, which is charged at the agreed hourly Expert fees agreed or part thereof.
e.
e.
“Expert Fees” mean the hourly fees agreed for advice, opinions, reports, discovery, investigation, examination and so on.
“Expert Fees” mean the hourly fees agreed for advice, opinions, reports, discovery, investigation, examination and so on.
Cancellation and Postponement Charges for Uncompleted Work
10.1.
10.1.
No Order which has been accepted by the Supplier may be cancelled by You except with the agreement in writing by email.
No Order which has been accepted by the Supplier may be cancelled by You except with the agreement in writing by email.
10.2.
10.2.
In all cases, a fee will be charged in relation to any completed / part-completed work on the basis of the original quotation. This charge will apply to all completed work up to the date that written cancellation notice is received.
In all cases, a fee will be charged in relation to any completed / part-completed work on the basis of the original quotation. This charge will apply to all completed work up to the date that written cancellation notice is received.
Ownership and Intellectual Property
11.1.
11.1.
Nothing in this Agreement is intended to grant any rights to You, directly or by implication, under any patent, copyright, trade secret, or other intellectual property right of the Supplier or its affiliates, whether registered or unregistered, relating to the Supplier Forensic Services (or any part thereof). Any rights not expressly granted under this Agreement are reserved.
Nothing in this Agreement is intended to grant any rights to You, directly or by implication, under any patent, copyright, trade secret, or other intellectual property right of the Supplier or its affiliates, whether registered or unregistered, relating to the Supplier Forensic Services (or any part thereof). Any rights not expressly granted under this Agreement are reserved.
Confidentiality
12.1.
12.1.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or any purpose other than for the performance of its obligations under the Agreement.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or any purpose other than for the performance of its obligations under the Agreement.
12.2.
12.2.
Each party may disclose the other party's confidential information:
Each party may disclose the other party's confidential information:
a.
a.
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12;
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12;
b.
b.
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
c.
c.
where disclosure is required to demonstrate compliance with accreditation, inspection, or statutory obligations, including but not limited to the United Kingdom Accreditation Service (UKAS), the Forensic Science Regulator (FSR), or other relevant regulatory bodies. The Client acknowledges and agrees that such bodies may require access to confidential casework materials, records, or associated information held by the Supplier for the purposes of audit, assessment, or investigation.
where disclosure is required to demonstrate compliance with accreditation, inspection, or statutory obligations, including but not limited to the United Kingdom Accreditation Service (UKAS), the Forensic Science Regulator (FSR), or other relevant regulatory bodies. The Client acknowledges and agrees that such bodies may require access to confidential casework materials, records, or associated information held by the Supplier for the purposes of audit, assessment, or investigation.
12.3.
12.3.
All client data and casework materials are retained electronically under the Supplier’s secure information management systems. Forensic records will be held for the lifetime of the case and for up to a maximum of 30 years thereafter, unless a longer retention period is required by law, regulatory authority, or court direction. At the end of the retention period, data will be securely destroyed in line with TSG’s secure destruction processes.
All client data and casework materials are retained electronically under the Supplier’s secure information management systems. Forensic records will be held for the lifetime of the case and for up to a maximum of 30 years thereafter, unless a longer retention period is required by law, regulatory authority, or court direction. At the end of the retention period, data will be securely destroyed in line with TSG’s secure destruction processes.
12.4.
12.4.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement. The Client acknowledges and agrees that disclosure of any confidential information of the Supplier may irreparably harm the Supplier, which will be inadequately compensable by damages. The Supplier may seek and obtain injunctive relief against breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement. The Client acknowledges and agrees that disclosure of any confidential information of the Supplier may irreparably harm the Supplier, which will be inadequately compensable by damages. The Supplier may seek and obtain injunctive relief against breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.
Data Protection
13.1.
13.1.
The parties agree that, in respect of Personal Data which are provided to the Supplier by the Client pursuant to the services provided and detailed in the proposal, then, for the purposes of the Data Processing Terms, the Client is deemed to be the Data Controller, and the Supplier is deemed to be the Data Processor.
The parties agree that, in respect of Personal Data which are provided to the Supplier by the Client pursuant to the services provided and detailed in the proposal, then, for the purposes of the Data Processing Terms, the Client is deemed to be the Data Controller, and the Supplier is deemed to be the Data Processor.
13.2.
13.2.
These Data Processing Terms shall apply to all Personal Data provided by the Client to the Supplier under the Agreement. The definition “Processing”, means in relation to information or data means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including organisation, adaptation or alteration of the information or data retrieval, consultation or use of the information or data, disclosure of the information or data by transmission, dissemination or otherwise making available, alignment, combination, blocking, erasure or destruction of the information or data.
These Data Processing Terms shall apply to all Personal Data provided by the Client to the Supplier under the Agreement. The definition “Processing”, means in relation to information or data means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including organisation, adaptation or alteration of the information or data retrieval, consultation or use of the information or data, disclosure of the information or data by transmission, dissemination or otherwise making available, alignment, combination, blocking, erasure or destruction of the information or data.
13.3.
13.3.
The Supplier shall comply with the Act and Regulations to the extent that they are applicable to the services provided by the Supplier.
The Supplier shall comply with the Act and Regulations to the extent that they are applicable to the services provided by the Supplier.
13.4.
13.4.
The “Data Controller” means a person who either alone or jointly or in common with other person(s) determines the purposes for which and the manner in which any personal data are or are to be processed.
The “Data Controller” means a person who either alone or jointly or in common with other person(s) determines the purposes for which and the manner in which any personal data are or are to be processed.
13.5.
13.5.
The “Data Processor”, means in relation to personal data, means any person (other than an employee of the data controller) who processes the data on behalf of the data controller.
The “Data Processor”, means in relation to personal data, means any person (other than an employee of the data controller) who processes the data on behalf of the data controller.
Liability
14.1.
14.1.
The Supplier’s total liability with regard to costs associated with or arising from damage or complete loss of evidence submitted by the Client to the Supplier is limited to the order or contract value placed by the Client with the Supplier for the express purpose of examining said evidence submitted for examination. The Supplier will reimburse to the Client the lower of a) the agreed value of evidence lost or damaged, b) the order value agreed for examining said evidence submitted by the Customer or, c) the maximum insurance value available from 3rd party courier services where this may apply. It is the strict responsibility of you the Client to highlight to the Supplier evidence which is being submitted to the Supplier for examination which is of high value and for which special arrangements, including but not limited to special courier requirements, or additional insurance may be required.
The Supplier’s total liability with regard to costs associated with or arising from damage or complete loss of evidence submitted by the Client to the Supplier is limited to the order or contract value placed by the Client with the Supplier for the express purpose of examining said evidence submitted for examination. The Supplier will reimburse to the Client the lower of a) the agreed value of evidence lost or damaged, b) the order value agreed for examining said evidence submitted by the Customer or, c) the maximum insurance value available from 3rd party courier services where this may apply. It is the strict responsibility of you the Client to highlight to the Supplier evidence which is being submitted to the Supplier for examination which is of high value and for which special arrangements, including but not limited to special courier requirements, or additional insurance may be required.
14.2.
14.2.
The Client undertakes and agrees not to rely on, or raise any claim for breach of, any representation or variation of these terms and conditions which are not agreed as aforesaid by the supplier shall not be liable for any representation or any variation of these terms and conditions that may be made by the Expert or any employee or contractor of the supplier except only as may be expressly agreed in writing by the Managing Director of the Supplier.
The Client undertakes and agrees not to rely on, or raise any claim for breach of, any representation or variation of these terms and conditions which are not agreed as aforesaid by the supplier shall not be liable for any representation or any variation of these terms and conditions that may be made by the Expert or any employee or contractor of the supplier except only as may be expressly agreed in writing by the Managing Director of the Supplier.
14.3.
14.3.
The Supplier and the Expert shall use reasonable care and skill in providing the Forensic Services and it is hereby expressly agreed and declared that the Supplier and or it’s Expert shall not be liable further or otherwise, and without prejudice thereto the Supplier and or Expert shall not be liable to the Client or any third party by reason of, and there shall be excluded from this agreement , any representation or implied warranty, conditions or other term of any duty at common law and whether direct or indirect, contingent or consequential howsoever arising and any liability whatsoever.
The Supplier and the Expert shall use reasonable care and skill in providing the Forensic Services and it is hereby expressly agreed and declared that the Supplier and or it’s Expert shall not be liable further or otherwise, and without prejudice thereto the Supplier and or Expert shall not be liable to the Client or any third party by reason of, and there shall be excluded from this agreement , any representation or implied warranty, conditions or other term of any duty at common law and whether direct or indirect, contingent or consequential howsoever arising and any liability whatsoever.
14.4.
14.4.
The Supplier and or Expert shall not be liable to the Client or be deemed to be in breach of the agreement by reason of any delay in performing, or any failure to perform, any of the Forensic Services if the delay or failure was due to any cause beyond the reasonable control of the Supplier.
The Supplier and or Expert shall not be liable to the Client or be deemed to be in breach of the agreement by reason of any delay in performing, or any failure to perform, any of the Forensic Services if the delay or failure was due to any cause beyond the reasonable control of the Supplier.
Warranties
15.1.
15.1.
The Supplier warrants that the Services will be performed (and the Deliverables provided) with reasonable care and skill and that the Services will for a period of 30 days from performance substantially conform with any descriptions and specifications provided to the Client by the Supplier.
The Supplier warrants that the Services will be performed (and the Deliverables provided) with reasonable care and skill and that the Services will for a period of 30 days from performance substantially conform with any descriptions and specifications provided to the Client by the Supplier.
15.2.
15.2.
The warranties in Condition 15.1 are given on the following conditions:
The warranties in Condition 15.1 are given on the following conditions:
a.
a.
the Supplier is not liable for any defect in the Services (or Deliverables) caused by any act, neglect or default of the Client or a third party; and
the Supplier is not liable for any defect in the Services (or Deliverables) caused by any act, neglect or default of the Client or a third party; and
b.
b.
the Supplier is not liable for a defect in the Services (or Deliverables) unless it is notified to the Supplier in writing within 7 Working Days of the date of performance or, if the defect would not be apparent upon reasonable inspection, within 30 days of the date of performance.
the Supplier is not liable for a defect in the Services (or Deliverables) unless it is notified to the Supplier in writing within 7 Working Days of the date of performance or, if the defect would not be apparent upon reasonable inspection, within 30 days of the date of performance.
c.
c.
The Supplier is not liable for non-performance of any Services unless the Client notifies the Supplier of the claim within 7 Working Days of the date of the alleged non-performance.
The Supplier is not liable for non-performance of any Services unless the Client notifies the Supplier of the claim within 7 Working Days of the date of the alleged non-performance.
. Termination and Obligations on Termination
16.1.
16.1.
Without prejudice to any other rights or remedies which may arise, the Supplier may terminate the Contract immediately on giving notice if:
Without prejudice to any other rights or remedies which may arise, the Supplier may terminate the Contract immediately on giving notice if:
a.
a.
the Client commits a material breach of any of the terms of the Contract and, where the breach is remediable, fails to remedy that breach within 14 days of being notified in writing of the breach; or
the Client commits a material breach of any of the terms of the Contract and, where the breach is remediable, fails to remedy that breach within 14 days of being notified in writing of the breach; or
b.
b.
an order is made, or a resolution is passed for the winding up of the Client, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order of the Client; or
an order is made, or a resolution is passed for the winding up of the Client, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order of the Client; or
c.
c.
an order is made for the appointment of an administrator to manage the affairs, business and property of the Client, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Client, or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
an order is made for the appointment of an administrator to manage the affairs, business and property of the Client, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Client, or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
d.
d.
a receiver is appointed of any of the assets of the Client or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Client, or if any other person takes possession of or sells the assets of the Client; or
a receiver is appointed of any of the assets of the Client or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Client, or if any other person takes possession of or sells the assets of the Client; or
e.
e.
the Client makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
the Client makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
f.
f.
the Client ceases, or threatens to cease, to trade; or
the Client ceases, or threatens to cease, to trade; or
g.
g.
the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
h.
h.
the Client takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
the Client takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
i.
i.
there is a change of control of the Client (as defined in section 574 of the Capital Allowances Act 2001).
there is a change of control of the Client (as defined in section 574 of the Capital Allowances Act 2001).
16.2.
16.2.
On termination of a Contract for any reason, any indebtedness of the Client to the Supplier pursuant to that Contract shall become immediately due and payable and the Supplier is relieved of any further obligations to the Client pursuant to that Contract.
On termination of a Contract for any reason, any indebtedness of the Client to the Supplier pursuant to that Contract shall become immediately due and payable and the Supplier is relieved of any further obligations to the Client pursuant to that Contract.
16.3.
16.3.
Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
16.4.
16.4.
Termination of the Contract, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving termination. For the avoidance of doubt, upon termination of the Contract the licence granted pursuant to Condition 11.1 shall terminate.
Termination of the Contract, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving termination. For the avoidance of doubt, upon termination of the Contract the licence granted pursuant to Condition 11.1 shall terminate.
Marketing and Public Relations
17.1.
17.1.
Without prejudice to condition 12, the Supplier reserves the right to use generic and appropriately sanitised references to the services it has supplied in its Marketing and Public Relations collateral.
Without prejudice to condition 12, the Supplier reserves the right to use generic and appropriately sanitised references to the services it has supplied in its Marketing and Public Relations collateral.
Force Majeure
18.1.
18.1.
Neither party shall be in breach of a Contract nor liable for delay in performing or failure to perform, any of its obligations under a Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days’ notice in Writing to the affected party.
Neither party shall be in breach of a Contract nor liable for delay in performing or failure to perform, any of its obligations under a Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days’ notice in Writing to the affected party.
18.2.
18.2.
“Force Majeure Event” means any circumstance not in a party's reasonable control including:
“Force Majeure Event” means any circumstance not in a party's reasonable control including:
a.
a.
acts of God, flood, drought, earthquake or other natural disaster;
acts of God, flood, drought, earthquake or other natural disaster;
b.
b.
epidemic or pandemic;
epidemic or pandemic;
c.
c.
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
d.
d.
nuclear, chemical or biological contamination, or sonic boom;
nuclear, chemical or biological contamination, or sonic boom;
e.
e.
any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
f.
f.
without limitation, any effects arising from or in connection with COVID-19 including, but not limited to, any actions, lockdowns (local or national), recommendations, announcements or restrictions, related to its subject matter (whether made by a government body, authority, public health organisation or other similar official body) which prevents, hinders or delays a party’s performance of its obligations under the Contract;
without limitation, any effects arising from or in connection with COVID-19 including, but not limited to, any actions, lockdowns (local or national), recommendations, announcements or restrictions, related to its subject matter (whether made by a government body, authority, public health organisation or other similar official body) which prevents, hinders or delays a party’s performance of its obligations under the Contract;
g.
g.
collapse of buildings, fire, explosion or accident;
collapse of buildings, fire, explosion or accident;
h.
h.
any labour or trade dispute, strikes, industrial action or lockouts;
any labour or trade dispute, strikes, industrial action or lockouts;
i.
i.
non-performance by Suppliers or subcontractors; and
non-performance by Suppliers or subcontractors; and
j.
j.
interruption or failure of utility service.
interruption or failure of utility service.
. General
19.1.
19.1.
A Contract constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into a Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in that Contract.
A Contract constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into a Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in that Contract.
19.2.
19.2.
No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.3.
19.3.
No variation of a Contract shall be effective unless it is in Writing and signed by both parties (or their authorised representatives).
No variation of a Contract shall be effective unless it is in Writing and signed by both parties (or their authorised representatives).
19.4.
19.4.
Any notice or communication shall be deemed to have been received:
Any notice or communication shall be deemed to have been received:
a.
a.
if delivered by hand, at the time the notice is left at the proper address;
if delivered by hand, at the time the notice is left at the proper address;
b.
b.
if sent by pre-paid first-class post or other next Business Day Delivery services, at 9.00 am on the second Business Day after posting; or
if sent by pre-paid first-class post or other next Business Day Delivery services, at 9.00 am on the second Business Day after posting; or
c.
c.
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (and for the purposes of this clause 19.4.3 “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt).
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (and for the purposes of this clause 19.4.3 “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt).
19.5
19.5
For the purposes of the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution, service is not valid if sent by email.
For the purposes of the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution, service is not valid if sent by email.
19.6.
19.6.
No waiver by the Supplier of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
No waiver by the Supplier of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
19.7.
19.7.
On termination or expiry of a Contract the following clauses shall continue in force: 7, 8, 14, 16, 18 and 19. Termination or expiry of a Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach of the Contract that existed at or before the date of termination or expiry.
On termination or expiry of a Contract the following clauses shall continue in force: 7, 8, 14, 16, 18 and 19. Termination or expiry of a Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach of the Contract that existed at or before the date of termination or expiry.
19.8.
19.8.
If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the provisions of these Conditions and if any provision or part-provision is deemed deleted under clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the provisions of these Conditions and if any provision or part-provision is deemed deleted under clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.9.
19.9.
Any dispute arising under or in connection with these Conditions shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society.
Any dispute arising under or in connection with these Conditions shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society.
19.10.
19.10.
The Contract shall be governed by the laws of England and Wales. Subject to clause 19.9, the Supplier and the Client irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
The Contract shall be governed by the laws of England and Wales. Subject to clause 19.9, the Supplier and the Client irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
