The following definitions shall apply to these Terms and Conditions:
1.1 “ Agreed Fee” means the amount agreed between the parties, due from the Partner to the Process Server in consideration for the Process Server completing the Instruction,
1.2 “the Documents” means the documents which the Process Server will serve under the Instruction, at the request of the Partner.
1.3 “Partner” means the person, firm, company or organisation for whom the Process Server is performing the Instruction.
1.4 “Process Server” means Bridge Risk Control Ltd (Company Registration Number: 08759766) whose registered office is situate at 9 Finney Close, Coningsby, LINCOLN, LN4 4JY
1.5 “the Instruction” means the service of documents to be carried out by the Process Server at the request of the Partner
1.6 “the Terms” means these Terms and Conditions
1.7 “Third Party” means any person other than the Process Server or the Partner
2.1 These terms and conditions together with any associated quotation provided by the Process Server to the Partner shall constitute a contract between the Process Server and the Partner.
2.2 The Instruction shall commence upon the Partner providing the Process Server with the Documents.
2.2 These terms and conditions take precedence to and supersede any terms and conditions referred to, offered or relied upon by the Partner, whether in negotiation or at any stage in the dealings between the Partner and the Process Server with respect to the Instruction. The Process Server shall not be bound by any other terms and conditions provided by the Partner unless the Partner notifies in writing that it intends such terms and conditions to apply and the Process Server accepts such terms and conditions in writing.
2.3 The Process Server will observe the provisions of the Data Protection Act 1998, the Computer Misuse Act 1990 and shall indemnify the Partner for any breach thereof.
3.1 The Process Server warrants that:
3.1.1 it shall make diligent and reasonable attempts to effect completion of the Instruction.
3.1.2 the Process Server has been informed of the requirements of the Partner in relation to the Instruction.
3.1.3 the Process Server has the skill and competence to meet the Partners’ requirements and that it will perform the Instruction with the necessary skill, integrity, efficiency and competence.
3.1.4 the work performed in completion of the Instruction will be of a quality satisfactory to the Partner.
3.2 The Process Server retains the right, subject to written notice, to withdraw from the Instruction if
3.2.1 in their view, insufficient information has been provided by the Partner to complete the Instruction;
3.2.2 in his view, the completion of the Instruction would cause, or likely to cause, a breach of the Process Servers’ Conflicts Policy or Financial Crime Policy.
3.2.3 in his view, the completion of the Instruction would cause, or likely to cause, an invalidation to any insurance policy held by the Process Server.
These Terms shall be governed by and construed in accordance with English law. The parties submit to the exclusive jurisdiction of the Courts of England and Wales.
The Process Server shall keep confidential all information as to the business of the Partner which shall come or has come to the knowledge of the Process Server in the course of performing the Instruction, provided that this restriction shall not apply to any information which is in, or legitimately enters, the public domain.
Copyright for all reports, documents and the like (including material in electronic form) produced by the Process Server shall remain vested in the Process Server. The Process Server shall not be liable for any use of such reports and documents other than by the Partner for the purposes for which they were commissioned and prepared.
7.1 Notwithstanding anything to the contrary contained elsewhere in these Terms, the total liability of the Process Server under or in connection with these Terms for any claim whether in contract or in tort, in negligence or for breach of statutory duty or otherwise, (other than in respect of personal injury or death), shall be limited to the lesser of:
(a) £500,000 (five hundred thousand pounds) including costs and expenses; or
(b) such liability of the Process Server for any claim or claims as would be just and equitable for the Process Server to pay having regard to the extent of his responsibility for the loss or damage suffered as a result “the loss and damage” in question and on the assumptions that:
(i) all other consultants and all contractors and subcontractors appointed by the Partner or his agents in connection with the Instruction shall have provided contractual undertakings to the Partner on terms no less onerous than those provided by the Process Server in respect of the carrying out of their obligations;
(ii) there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Partner and any other party referred to in this clause and any other party who is responsible to any extent for the loss and damage is contractually liable to the Partner for the loss and damage; and
(iii) all other consultants and all contractors and subcontractors have paid to the Partner such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage.
7.2 Provided that and without prejudice to the generality of the foregoing, the total liability of the Process Server in respect of all such claims under or in connection with these Terms arising out of or in connection with force majeure, pollution, contamination or consequential loss is excluded.
7.3 The Process Server shall maintain professional indemnity insurance cover for an amount of not less than £250,000 (two hundred and fifty thousand pounds) for each and every claim, including costs and expenses.
7.4 The Process Server shall use all reasonable endeavours to maintain cover as stated in clause 7.3 above, providing such insurance remains available to the Process Server at commercially reasonable rates within the United Kingdom insurance market.
8.1 The Partner shall supply in a timely fashion and without charge all necessary and relevant information (including any relevant instructions consents and approvals) in his possession or available to him from his other agents, contractors or consultants. If the Process Server has to carry out additional, repeat or revised work as a result of further or delayed information received, the Process Server shall appropriately advise the Partner of the additional fees to be charged who shall be responsible for payment of such fees.
8.2 If the Instruction relates to a legal matter for which the Partner will receive reimbursement from the Legal Aid Agency, the Partner will inform the Process Server, prior to the Documents being provided to the Process Server, that such an arrangement exists.
9.1 In consideration of the Instruction performed under these Terms, the Process Server shall be paid, as provided in a Quotation provided by the Process Server.
9.2 All sums shall become due for payment by the Partner, 28 days after submission of the Process Servers’ invoice. All Reports, presentations, calculations, photographs, designs and the like remain the property of the Process Server until paid for in full by the Partner.
9.3 Any sums remaining unpaid at the expiry of the period of 28 days from the date of issue of the invoice, shall bear interest thereafter, including on the VAT due, calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, being at a rate of 8% above the reference rate given therein. The Process Server shall also be entitled to compensation for debt recovery compensations, as stipulated in the Act.
9.4 The Partner may not withhold any payment after the final date for payment of any sum due under these Terms unless the Partner gives not later than seven days before such final date a notice specifying the amount proposed to be withheld and the ground for; withholding payment or if there is more than one ground, each ground and the amount attributable to it.
9.5 Where the Partner provides confirmation that there is an arrangement between the Partner and the Legal Aid Agency, which covers the work done by the Process Server under the Instruction, the Partner shall inform the Process Server promptly where there is a re-assessment of the invoice by the Legal Aid Agency which affects the amount that can be claimed by the Partner from the Legal Aid Agency in relation to the Instruction.
10.1 All documents, reports and presentations prepared by the Process Server in connection with the Instruction are for use by the Partner only and shall not be used nor relied upon by any Third Party without the written consent of the Process Server, or used for any other purpose. The Process Server accepts no responsibility or liability for any report or document prepared by it in connection with the Instruction to any party other than the Partner.
10.2 Nothing in these Terms confers or purports to confer on any Third Party any benefit or any right to enforce any term herein pursuant to the Contract (Rights of Third Parties) Act 1999.
11.1 The Partner may determine the Instruction for any reason and at any time upon providing written notice to the Process Server. In this circumstance, the Partner shall not be liable for a cancellation fee.
11.2 If circumstances arise for which the Process Server is not responsible, making it irresponsible for it to perform all or any part of the Instruction, the Process Server shall be entitled to determine the Instruction by 24 hours notice in respect of all or such part of the Instruction. Furthermore, in the event of failure by the Partner to make any payment due to the Process Server in accordance with clause 9, the Process Service may determine the Instruction immediately.
11.3 Upon termination of this Instruction, the Process Server shall return to the Partner, original copies of all documents provided in the course of the Instruction.
12.1 The failure of the Process Server to enforce any of its rights or remedies to which it is entitled under the Terms shall not be construed as a waiver of those rights or remedies and shall not restrict or prevent the Process Server enforcing or exercising those rights or remedies in any other instance at any time whether during or after the termination of the Instruction.
12.2 Any variation to the Instruction may only be varied in writing by agreement between the parties.
12.3 These Terms represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.
12.4 If any provision of the Terms is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Terms had been executed with the invalid provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Instruction, the parties shall immediately commence good faith negotiations to remedy such invalidity.
12.5 Nothing in the Terms shall serve to create any employer/employee relationship between the Partner and the Process Server.