Terms of Business

In these Terms of Business “SIRS” refers to Strategic Intelligence & Risk Services Limited a company registered in England under number 7258105 and “you” refers to you, SIRS’ client (“Client”}

These are the Terms of Business referred to in the engagement letter between SIRS and you (the “Engagement Letter”).

The contract between you and SIRS is governed by the Engagement Letter, which incorporates these Terms of Business. Where the terms set out in the Engagement Letter conflict with these Terms of Business, the terms set out in the Engagement Letter will prevail.

If you do not receive or sign and return a copy of an Engagement Letter to SIRS, SIRS will take your agreement to its carrying out work on your behalf as your acceptance of these Terms of Business. In those circumstances, these Terms of Business will govern the contract between you and SIRS save that all references in these Terms of Business to the “Services” will be construed as referring to the work which SIRS performs on your behalf.

 

1. SIRS’ Responsibilities to You

 

1.1

SIRS will provide the Services described in the Engagement Letter (or such variations as may subsequently be agreed between SIRS and you) with reasonable skill and care and in a timely manner although you acknowledge that any timetable suggested or agreed is contractually non-binding.

 

1.2

SIRS will provide advice only in relation to the Services as set out in the Engagement Letter and for no other purpose. SIRS disclaims any responsibility for the use of its advice for a different purpose or in a different context.

 

1.3

So far as it is practicable, the staff noted in the Engagement Letter will perform the Services. However, in order to provide the Services on a cost effective basis, SIRS reserves the right to use any personnel or sub-contractors to provide any part of the Services.

 

1.4

In providing the Services SIRS may be subject to various legislative requirements, including,but not restricted to: the Regulation of Investigatory Powers Act 2000; the Police and Criminal Evidence Act 1984; the Criminal Procedures and Investigations Act 1996; the Proceeds of Crime Act 2002; the Money Laundering Regulations 2007; and the Data Protection Act 1998. To the extent required SIRS will act in accordance with the legislation stated above in connection with the conduct of investigations and the provision of the Services.

 

1.5

SIRS is required in certain instances by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to obtain and retain evidence of the identity of all clients. To comply with the legislation we may also be required to obtain further evidence of funds held by or accruing to you.

 

2. Your Responsibilities to SIRS

 

2.1

It is your responsibility to ensure that the Services are suitable for your requirements.

 

2.2

In order to enable SIRS to fulfill its responsibilities you agree, on request, to provide SIRS with complete and accurate information so far as such information is available, which may assist SIRS in performing the Services, on a timely basis including promptly making decisions as required. You agree that all information you provide to SIRS is not misleading and that you are authorised to disclose such information.

 

2.3

You agree that you will be solely responsible for any commercial decisions that you make which do not rely upon advice provided by SIRS and that to the extent that you make any commercial decision in reliance upon the advice provided by SIRS, you will take into account the restrictions on the scope of the Services and any other factors, commercial and otherwise, of which you and your other advisers are, or should be, aware from sources other than SIRS

 

3. Fees

 

3.1

Unless otherwise specifically agreed in the Engagement Letter, SIRS’ fees will be based on standard contingent or underwritten hourly rates, whichever SIRS in its absolute discretion deems appropriate, taking into account the level of staff assigned to the engagement. The seniority of staff assigned will be determined by the complexity of the matter and the degree of skill and responsibility involved, and will be at SIRS’ discretion.

 

3.2

Unless otherwise specifically agreed in the Engagement Letter, the estimates given by SIRS are only estimates and SIRS’ fees may be lower or higher. SIRS will inform you on a timely basis if it considers that the estimate is likely to be exceeded. If delays or other unanticipated problems occur which are beyond SIRS’ control, this may result in additional fees over and above the fee estimate.

 

3.3

SIRS will be entitled to require payments to be made on account, once significant amounts of time have been incurred or for payment of expenses. Any such payments on account will be agreed with you before an invoice for such amount is presented.

 

3.4

SIRS’ invoices will normally be presented on completion of the Services or an agreed proportion of the Services. It may be appropriate to render bills weekly, monthly or quarterly where general advice is being given on a regular basis or where you would, in any event, prefer SIRS to render bills on this basis.

 

3.5

Unless otherwise stated in the Letter of Engagement expenses, including travel and subsistence, and for goods and services purchased on your behalf, are charged in accordance with SIRS’ standard policies.

 

3.6

All fees and expenses will be subject to VAT at the prevailing rate from time to time.

 

3.7

Fees

Detailed Trace Report (Standard) – £125.00 + VAT. Prepared with a view to assisting future enforcement proceedings and process serving

48 hour Detailed Trace Report – £150.00 + VAT. Contents and enclosures same as Standard Report above

Overseas Trace – £200.00 + VAT. This is the existing fee and is for trace reports that trace an individual from the UK to a different jurisdiction. If a trace is required with a last known address in a foreign jurisdiction the fee would be dependent upon which jurisdiction it is and a quote can be provided

Overseas Trace – 48 hour £300.00 + VAT. As Overseas Trace above

Bulk no success/no fee Tracing – Fees by negotiation. Subject to volume, quality and turnaround times

Process Serving/Property visit – £125.00 + VAT. Fee includes up to two visits per address and a full and detailed statement of truth (or affidavit if required). Oath fees would be additional if affidavit (usually £7.00) including one exhibit.

Overseas Process Serving – Quote only. Quote only but would vary from jurisdiction to jurisdiction

Partner Rate – £130.00 per hour + VAT

Senior Financial Investigator – £80.00 per hour + VAT. Utilised for complex UK and foreign financial profiling reports

Senior Investigator – £70.00 per hour + VAT. Non financial profiling. Also utilised in the field as Team Leaders for surveillance operations, complex witness statements and taking other forms of enquiries that need considerable experience

Investigator – £55.00 per hour + VAT. Less experienced. Utilised as footmen in surveillance teams and standard field enquiries

Process Server – £55.00 per hour + VAT. Hourly rate is applied to more complex process serving matters and where no fixed fee is or can be applied

Close Protection Officers – £65.00 per hour + VAT. SIA licensed

Mileage rate – 60p per mile + VAT

Disbursements – At cost, where no fixed fee is agreed

Camera equipment – £40.00 per day + VAT. Used for surveillance operations, accident investigation/locus reports etc

 

4. Payment

 

4.1

Unless otherwise provided for in the Engagement Letter, invoices presented on completion are payable within 30 days. Disbursement invoices are payable within five working days.

 

4.2

SIRS reserves the right to charge interest on amounts overdue by 14 days from the date when payment should have been made to the date when payment is made at an annual rate of four per cent (4%) above the Barclays Bank base rate prevailing for the period when payment is due and outstanding.

 

5. Termination

 

5.1

You may terminate SIRS’ obligation and/or right to provide the Services at any time. SIRS reserves the right to submit an invoice or invoices for all unbilled time charges recorded in respect of the Services up to the date of termination at its standard contingent charge-out rates for the staff involved in addition to all disbursements and other outlays expended by SIRS on your behalf. SIRS reserves the right to make a cancellation fee,should short notice be given and where personnel and resources have already been allocated to the assignment.

 

5.2

SIRS reserves the right to terminate its obligation to provide the Services in the event that:

 

5.2.2

Fundamentally damaging information comes to SIRS’ attention which in SIRS’ opinion would preclude SIRS from providing or continuing to provide the Services; or

 

5.2.3

SIRS forms the view that by continuing to act for you, SIRS is or may be breaking the law or compromising the good standing of SIRS such decision to be at the sole discretion of SIRS; or

 

5.2.4

You are adjudicated bankrupt, convene a meeting of creditors, a proposal is made in relation to you for a voluntary arrangement under Part 1 of the Insolvency Act 1986, a proposal is made for any other composition, scheme or arrangement with (or assignment for the benefit of) your creditors; you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; a trustee receiver administrative receiver or similar officer is appointed in respect of all or part of your assets or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of you, or for the making of an administration order in relation to you (otherwise than for the purpose of an amalgamation or reconstruction).

 

6. Limitation of Liability and Indemnities

 

6.1

Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence. Subject to:

 

(a) Maximum aggregate liability under or in connection with this Agreement, whether in contract, tort(including negligence) or otherwise, will in no circumstances exceed the higher of (i) the total fees payable to SIRS hereunder and (ii) £25,000.

 

(b) SIRS will not be liable under this Agreement for any loss of actual or anticipated income or profits,

loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss of damage is foreseeable, foreseen or known.

 

6.2

The parties agree that any condition, warranty, representation or other term concerning the performance of the Services, which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

 

6.3

The Client shall indemnify SIRS and their officers, directors, employees and agents from and against any and all costs, claims, demands, liabilities, damages, expenses and losses (including without limitation, indirect and consequential losses, loss of profit, loss of revenue and loss of reputation, and all other interest, penalties and legal and other professional costs and expenses) incurred or suffered by SIRS as a result of:

 

(a)

The Client’s breach of Clause 3, 7 and/or 8;

 

(b)

The investigation of, preparation for or defence of, any pending or threatened litigation or claim by any third party in connection with this Agreement, the Services or the relationship between the parties; and

 

(c)

The Client’s negligence, recklessness or fraud (or that of any of its officers, employees subcontractors or agents).

 

7. Confidentiality

 

7.1

Save in the case of information that is already in the public domain (other than by breach of any agreement between you and SIRS) and save to the extent that SIRS needs to provide information to other entities which provide support facilities, SIRS will keep all information provided by you in relation to the Services confidential and separate from all other information held on behalf of any other clients or third parties and will not disclose it to any third party. SIRS will use such information only for the purposes required to provide the Services or only so far as it is required to disclose the same in order to comply with any legislation, directive or regulation of any prescribed regulatory body.

 

7.2

SIRS is keen to obtain publicity for work it undertakes. This could include both internal and external publicity. Permission publicly to attribute work provided as part of the Services and/or as having been performed on your behalf will always be obtained from you in advance. Notwithstanding the provisions of this clause of these Terms of Business, unless you notify SIRS in writing that you do not agree to such disclosure, SIRS reserves the right to refer to any matters completed on your behalf in proposals or other similar submissions made to SIRS’ prospective clients.

 

7.3 All reports and information supplied by SIRS to you in connection with the Services are provided for your benefit only and solely for the purpose of the engagement to which they relate. They must not be used or relied on for any purpose or disclosed by you in whole or in part without prior written consent.

 

8. Data Protection

 

8.1

Information which SIRS hold about you may include personal data which falls within data protection legislation. SIRS will ensure that it complies with the provisions and obligations imposed on it by the Data Protection Act 1998 and any other applicable legislation.

 

8.2

All personal data acquired by SIRS or you will be returned or deleted (at the option of the requesting party) on request, except to the extent required by that party to perform the Services or its obligations under the agreement set out in the Engagement Letter or as required by law.

 

8.3

You acknowledge that you are the data controller of all personal data processed by SIRS for you in providing the Services. You acknowledge that in performing the Services SIRS is permitted to use the personal data. SIRS will only do so as instructed by you or as part of its file management procedures or as otherwise permitted by law. You warrant that all such personal data has been processed in accordance with data protection legislation and you agree to indemnify SIRS and all other affected entities against all and any loss or damage they may suffer as a result of the use of such personal data.

 

8.4

SIRS will, having regard to the state of technological development and to the cost of implementing any measures:

 

8.4.1

Provide a level of security (including appropriate technical and organizational measures) appropriate to:

 

(a)

The harm that might result from unauthorised or unlawful processing of such personal data or accidental loss, destruction or damage of such personal data; and

 

(b)

The nature of the data

 

8.4.2

Take reasonable steps to ensure the reliability of those personnel who have access to the personal data.

 

9. Email Communications

 

SIRS has the capacity to communicate by way of email. This may include correspondence, documents or other information. SIRS may also require access to your networks in order to provide the Services, including accessing SIRS’ systems via your network. The Internet is inherently insecure, is sometimes affected by viruses and data can be corrupted and messages are not always delivered on time. Unless you specifically instruct SIRS not to do so, it will use ordinary email for many of its communications with you and to send you documents. It is possible that information sent in this format, may be intercepted intentionally or by accident and read by a third party. If you do not wish SIRS to communicate with you by email or to send any specific piece of advice by email you should advise SIRS accordingly in writing. By agreeing to work together, both you and SIRS agree to utilise virus checks and such other security measures as a prudent operator of information and communications technologies would use. If, despite the use of such measures to such standard, you or SIRS suffers any loss or damage, neither party shall be liable to the other whether in contract, tort (including negligence) or otherwise.

 

10. Quality of Service and Complaints Procedure

 

10.1

It is SIRS’ policy to maintain a high quality of service to all clients and it is SIRS’ usual aim to obtain, either formally or informally, a regular assessment of SIRS’ performance. Keith Stowell will always be pleased to hear any suggestion as to how SIRS’ service can be improved. If, on the other hand, you wish to make a complaint, please take it up with the person named in the Engagement Letter as having overall responsibility for the provision of the Services or if you would prefer, you should contact Keith Stowell on tel. no. 01932 868911 or by email 

 

10.2

SIRS undertakes to look into any concern which you may have carefully and promptly and to do all it can to explain the position to you and where appropriate, to do everything reasonable to put it right.

 

11. Governing Law and Jurisdiction

 

11.1

You agree on your own behalf that this Agreement shall be governed by, and interpreted and construed in accordance with English Law and you submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes (including claims for set-off and counterclaims), which may arise in connection with the validity, effect, interpretation or performance of the legal relationship established by this Agreement or otherwise arising in accordance with this Agreement.

 

12. Separate Provisions

 

12.1

If any provision of these Terms of Business or any provision set out in the Engagement Letter (or in each case, any part of any such provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement between you and SIRS and the validity and enforceability of the other provisions of such agreement shall not be affected.

 

12.2

No person has been authorised to give any representations on behalf of SIRS as regards the subject matter or terms of the Engagement Letter or these Terms of Business and any representations which have been or may be given shall not be relied upon.

 

13. General

 

13.1

Nothing in any agreement entered into between you and SIRS will constitute either party, a partner, agent, fiduciary or employee of the other party.

 

13.2

No amendment or variation of the terms of the agreement set out in the Engagement Letter or to which these Terms of Business otherwise apply will be effective unless made or confirmed in writing and signed by both you and SIRS.

 

13.3

No party other than you, SIRS and any other entities referred to in these Terms of Business shall have any rights under or in connection with the agreement between you and SIRS to which these Terms of Business apply.

 

13.4

SIRS reserves the right to decline your instructions.

 

13.5

From time to time an actual or potential conflict may arise between clients of SIRS If such a situation arises, whenever possible, SIRS will discuss the matter with you to agree an appropriate course of action. However, wherever SIRS deems it unavoidable to do so, it may decline your instructions without giving a reason.

 

14. Online Services

 

14.1

Any timescales provided in relation to on-line services are approximate. They are only relative to working hours which shall be deemed to be 0900 – 1700 hours, Monday to Friday. Public holidays are excluded. SIRS cannot be held responsible for any delays caused by third parties, technological failures, incorrect or insufficient information provided, payment problems or any other unforeseen circumstances. All efforts, however, will be made by SIRS to meet timescales as advertised.

 

14.2

Where information is provided by third parties, or has been compiled by third parties, SIRS cannot be held responsible for any inaccuracies. Whilst every effort will be made to insure that information provided is accurate, we cannot be held responsible if this does not prove to be so.

 

15. Recheck Procedures

There may be occasions where a recheck is required on a trace that we have carried out for you. Recheck requests are accepted for a three month period from the date of our original report. A recheck may fall into several categories:

 

15.1

The information supplied in our original report was incorrect and further attempts to locate the subject prove negative. In this instance a full refund would be issued.

 

15.2

Our original report proves to be correct, but it has been found that your subject has since moved, our original charge would stand. Should a further address be provided this would be regarded as a new trace and would be invoiced as such.

 

15.3

Where our original trace report was correct and after further investigation was proved to still be correct the original charge would stand and a further invoice for the same amount would be raised. (This is due to the further investigations and enquiries made second time around inevitably being more difficult and entailing more work than the original trace).

 

15.4

If our original report was incorrect, but after further investigation a new address was established and confirmed, our original invoice would stand and the new details would be supplied free of charge.

 

Should the three month time scale be exceeded a recheck would automatically become a new trace and be invoiced accordingly.