Tracing Beneficiaires is a trading style of William Stewart Investigations Ltd Registered in England Company Registration Number 07132518 and These Terms are for the Provision of Investigative, Tracing Activities, Surveillance Activities and Litigation Support Services.

THESE TERMS ARE EFFECTIVE FROM 20 April 2018

WHEREAS:

(1) These terms of business set out the basis on which we shall

conduct all matters undertaken for you and shall be read in

accordance with any covering communication. Any differences

arising in respect of individual matters shall be notified to you in

writing.

(2) We confirm having carried out a Conflict of Interest assessment and

none exists to prevent us from accepting your instructions set out in

our Proposal.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise

requires, the following expressions have the following

meanings:

“I”, “we”, “our”, “us” means the party instructed to carry

out the Services;

“Client”, “you” means the person who accepts a

quotation or offer for the provision of

Services to be provided by us;

“Business Day” means, any day (other than Saturday

or Sunday) on which ordinary banks

are open for their full range of normal

business in the UK;

“Commencement Date” Means the date in which we formally

accept your instructions in writing;

“Confidential

Information”

means, in relation to either Party,

information which is disclosed to that

Party by the other Party pursuant to or

in connection with this Agreement

(whether orally or in writing or any

other medium, and whether or not the

information is expressly stated to be

confidential or marked as such);

“Services” means the Services to be provided

by us;

“Term” means the term of this Agreement;

“GDPR” means The General Data

Protection Regulation (GDPR)

(Regulation (EU) 2016/679)

1.2 Unless the context otherwise requires, each reference

in this Agreement to:

1.2.1 “writing”, and any similar expression, includes

a reference to any communication effected by

electronic or facsimile transmission or similar

means;

1.2.2 a statute or a provision of a statute is a

reference to that statute or provision as

amended or re-enacted at the relevant time;

1.2.3 “this Agreement” is a reference to these

Terms as amended or supplemented at the

relevant time;

1.2.4 a Clause or paragraph is a reference to

a Clause of this Agreement.

1.2.5 a “Party” or the “Parties” refer to the parties to

this Agreement.

1.3 The headings used in this Agreement are for convenience

only and shall have no effect upon the interpretation of

this Agreement.

1.4 Words imparting the singular number shall include the

plural and vice versa.

1.5 References to any gender shall include the other gender.

1.6 References to persons shall include corporations.

 

2. Communication

2.1 We shall communicate with such of your officers, staff

and other advisers as appears to us to be appropriate. If,

however you have any specific security requirements

relating to the communication of information to you or

your company (as the case may be) then please advise

us.

2.2 Instructions given by the Client to us shall be in writing or,

if given orally, shall be confirmed by the Client in writing

not more than two business days after the order is given.

 

3. Liability

The Services we provide to you, which shall include any information

or advice given to you, is based solely on the information you have

given to us and does not constitute advice to any third party to whom

you may communicate it.

 

4. Rights of Third Parties

4.1 Our duties are owed only to the individual/company

whose instructions we are acting upon and we disclaim

any liability to any other persons regardless of whether

the Client instructs us on behalf of another.

4.2 The terms on which we are acting on the Clients matter

(contained herein or otherwise) are intended to be

enforceable solely by the contracting parties herein.

4.3 We do not accept any liability for services or information

provided by any third parties instructed by us on the

Clients behalf in respect of the relevant Services unless

there is prior agreement in writing by the third party.

 

5. Provision of Services

5.1 With effect from the Commencement Date, we shall,

throughout the course of the instructions, provide the

Services to the Client as agreed within the Clients

original instruction.

5.2 We shall provide the Services with reasonable skill and

care, commensurate with prevailing standards in the

litigation support, data processing and professional

investigation sector in the Jurisdiction in which our Head

Office is based.

5.3 We shall act in accordance with all reasonable

instructions given to us by the Client provided that such

instructions are lawful.

5.4 We shall be responsible for ensuring that the services

comply with all statutes, regulations, byelaws,

standards, codes of conduct and any other rules

relevant to their provision.

5.5 We may, in relation to certain specified matters relating to

the Services, act on the Client’s behalf. Such matters

shall not be set out in this Agreement but shall be agreed

between the Parties (any such agreement to be

confirmed in writing) as they arise from time to time.

5.6 We reserve the right to amend or supplement any terms

herein contained generally or specific to any matter by

providing notice in writing.

 

6. Client’s Obligations Pertaining to Services

6.1 The Client shall use all reasonable endeavours to

provide all pertinent information in their lawful instruction

to us that is necessary for us to provide the Services.

6.2 The Client may, from time to time, issue reasonable

lawful instructions to us in relation to our provision of the

Services, only insofar as they meet the specifications of

the service offered by us.

6.3 In the event that we require the decision, approval,

consent or any other communication from the Client in

order to continue with the provision of the Services or any

part thereof at any time, the Client shall provide the same

in a reasonable and timely manner.

6.4 If any consents, licences or other permissions are

needed from any third parties such as landlords,

planning authorities, local authorities, regulatory bodies

or similar, it shall be the Client’s responsibility to obtain

the same in advance of the provision of the Services (or

the relevant part thereof) unless otherwise specifically

agreed.

6.5 If the nature of the Services requires that we have

access to the Client’s premises or any other location,

access to which is lawfully controlled by the Client, the

Client shall ensure we have access to the same at the

times to be agreed between us and the Client as

required.

6.6 Any delay in the provision of the Services resulting from

the Client’s failure or delay in complying with any of the

provisions of this Clause 6 shall not be our responsibility

or fault.

 

7. Fees, Payments and Records

7.1 The cost of the Services shall be indicative of the type of

work undertaken and it is normal procedure for us to

provide an estimate or quotation in each instance. If there

are any changes in the Clients instructions or in the

circumstances of the matter at any time these shall be

reflected, as the Client deems fit, in an amended estimate

or quotation which shall be provided to the Client at the

earliest opportunity. In the event that we are unable to

provide an estimate, or we shall keep the Client informed

of the work in progress on a periodic basis or upon the

Clients request.

7.2 Where it is necessary to instruct a third party on behalf of

the Client, including but not limited to external

investigations, we will do so as the Client’s agent and the

Client shall be responsible for payment of the third parties

fees.

7.3 We may ask for funds on account to cover for initial fees

and disbursements and settlement of third parties’ fees.

Any request for any such monies shall not be an

estimate or a cap on any fee and unless payment was

made for a specified purpose, may be used to meet fees

when invoiced to the Client.

7.4 An Invoice, or receipted invoice, can be rendered at the

beginning, interim and or conclusion of a matter. We

reserve the right to render upfront and or interim invoices

during the course of the Services provided. Any particular

billing requirements of the Client should be given to us

prior to the Services commencing.

7.5 If Bills/invoices are payable before the end of the month

following month of invoice and we reserve the right to

charge interest at 8% above the underlying base rate and

other charges in relation to late payment and/or debt

recovery.

 

8. Confidentiality

8.1 Each Party undertakes that, except as provided by sub-

Clause 9.2 or as authorised in writing by the other Party, it

shall, at all times during the continuance of this

Agreement and in perpetuity after its termination:

8.1.1 keep confidential all Confidential Information;

8.1.2 not disclose any Confidential Information to

any other party unless agreed in advance or

as required by law, or in response to an order

of a Court of competent jurisdiction;

8.1.3 not use any Confidential Information for any

purpose other than as contemplated by and

subject to the terms of this Agreement;

8.1.4 not make any copies of, record in any way

or part with possession of any Confidential

Information; and

8.1.5 ensure that none of its directors, officers,

employees, agents, sub-contractors or

advisers does any act which, if done by that

Party, would be a breach of the provisions of

sub- Clauses 8.1.1 to 8.1.4 above.

8.2 The provisions of this Clause 8 shall continue in force in

accordance with its terms indefinitely, notwithstanding the

termination of this Agreement for any reason.

 

9. Documentation/Personal Data

9.1 We shall, during, and following completion of the Services,

retain any documentation or information, that may be

foreseen to be required in the future, but in any event for

no longer than a period defined within any Act referring to

a Limitation period for bringing a legal action in a

competent court in the jurisdiction in which the Services

were provided and shall dispose, destroy or delete any

information which is deemed to be extraneous.

9.2 During such retention period personal data processed by

us on the Clients behalf will be kept securely and where

transferred to the Client or a sub-processor or third party

instructed by the client, it shall be encrypted and/or

compliant with the requirements under Article 32 of the

General Data Protection Regulations (GDPR).

9.3 We will, if so instructed, offer to the Client or data subject,

without charge, assistance should a data subject formally

serve upon the Client a Subject Access Request or other

obligation under chapter III GDPR. Any Subject Access

Request served on us directly will be referred to the

Client immediately upon receipt.

9.4 In the event of a data breach during the processing of

personal data under the terms of this contract the Client

shall be notified immediately, and we will provide

assistance to the Client in order to comply with Article

28(f) of GDPR.

9.5 We shall upon request submit audits and undertake to

inspect and provide the Client with requisite information

to ensure compliance with its Article 28 obligations. We

will inform the Client immediately if there is a danger of

something infringing the GDPR or other data protection

law of the United Kingdom, EU or a member state.

9.6 For the avoidance of doubt instructions are accepted on

the basis that our services are conducted under the

direction of the Client and as such we shall be deemed to

be the Data Processor and the Client, and/or the principal

shall be deemed the Data Controller, unless we

determine the manner and the purpose of the processing,

in which case, we shall be Data Controller or Joint Data

Controller. The handling of personal data will be in

accordance with the Clients instructions and direction.

9.7 All instructions are carried out with due consideration

given to the provisions and requirements of the Bribery

Act 2010 and accordingly no part of the instructions will

be conducted in breach thereof.

9.8 We shall meet the responsibilities to ensure all staff,

internal, external or contracted and its supply chain

workers are not victims of modern slavery or human

trafficking. The safeguards against modern slavery or

human trafficking are carried out with due diligence

procedures.

 

10. Limitation of Liability

10.1 This Clause 10 sets out the entire financial liability of the

Parties (including that for the acts or omissions of their

employees, agents or subcontractors) to each other for

any breach of this Agreement; any use made by the

Client of Services; and any representation, statement or

tortious act or omission (including, but not limited to,

negligence and breach of statutory duty) arising out of or

in connection with this Agreement.

10.2 Neither Party shall be liable to the other, whether in

contract, tort (including negligence), restitution, or for

breach of statutory duty or misrepresentation for any loss

of profit, loss of goodwill, loss of business opportunity,

loss of anticipated saving, loss or corruption of any data

or information, or any special, indirect or consequential

damage or loss that may be suffered by the other Party

that arises out of or in connection with this Agreement.

10.3 Without prejudice to Clause 10, our total liability arising

out of or in connection with this Agreement (whether in

contract, tort (including negligence), restitution, for breach

of statutory duty or misrepresentation or otherwise) shall

be limited to the value of the services in respect of any

and all other acts or omissions.

 

11. Force Majeure

11.1 No Party to this Agreement shall be liable for any failure

or delay in performing their 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: power failure, internet service provider

failure, 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.

11.2 In the event that a Party to this Agreement cannot

perform their obligations hereunder as a result of force

majeure for a continuous period of 4 weeks, the other

Party may at its discretion terminate this Agreement by

written notice at the end of that period. In the event of

such termination, the Parties shall agree upon a fair and

reasonable payment for any and all Goods delivered

and/or any and all Services provided up to the date of

termination. Such payment shall take into account any

prior contractual commitments entered into in reliance on

the performance of this Agreement.

 

12. Term and Termination

12.1 This Agreement shall remain in force from the

commencement date of this Agreement and shall

continue to the termination of this Agreement.

12.2 We will treat as confidential all information concerning the

Clients business affairs received as a result of instructions

received and not disclose the information to any third

party save to those persons whom we deem necessary

and solely for the purpose of the carrying out the Clients

instructions unless such information (a) is or becomes

generally available to the public or (b) is required to be

disclosed in any jurisdiction by a law.

12.3 We, in the provision of the services, may be required to

outsource all or part of the services to a subcontractor/

sub-processor. It is unequivocally agreed that

this is solely within our discretion and that you

acknowledge that you specifically agree to us doing so.

Wherever possible, any sub-contractor/sub-processor will

be a Member of the Association of British Investigators,

and you can find details of their members on their website

at www.abi.org.uk. In some instances, we will use subcontractors/

sub-processors who are not members of the

Association of British Investigators, but that meet our

requirements as specialists. In the event that we do so,

we may notify you of their details. If you do not give

permission for us to instruct sub-contractors/subprocessors

at our sole discretion, you must notify us in

writing in the initial instruction or as soon as reasonably

practical thereafter and in any event before we commence

the services, and we will then seek your further

permissions if necessary. It is acknowledged that all subcontractors/

sub-processors will be bound by all of the

conditions contained within these terms.

12.4 For the purpose of law enforcement and/or fraud

awareness/prevention or enforcement it is agreed that

non-personal data acquired by us may be shared at our

discretion. Personal data however will remain confidential.

12.5 We reserve the right to conduct due diligence prior to the

commencement of the Services of the client and their

instructions. This may require proof of the Clients identity

and or compliance with the Money Laundering

Regulations in the jurisdiction in which the Services are to

be provided.

12.6 We reserve the right to terminate the provision of our

services to the Client by providing written notice delivered

to the Clients address or by email. The Client may also

terminate their instructions to us on any matter at any

time by providing us with written notification.

Notwithstanding any termination by either party, the Client

agrees to pay any outstanding fees and costs incurred up

to the date of termination or the fixed fee agreed.

12.7 In accordance with clause 12.3 above, in the unlikely

event that we cease trading, or you are unable to contact

us for a period of not less than 4 weeks, any subcontractor/

sub- processor instructed by us, will, by default,

become joint data controller with you. In this event, and if

you are unaware of whom the sub-contractor/subprocessor

is, you should contact the Secretariat at the

Association of British Investigators who may be able to

locate the information for you. Once you are in contact

with that Member, the Member, shall cease to be joint

data controller, and shall, in accordance with clause 12.3

which binds them to these terms, revert to the position of

processor/sub-processor.

 

13. Effects of Termination

Upon the termination of this Agreement for any reason:

13.1 any sum owing by either Party to the other under any of

the provisions of this Agreement shall become

immediately due and payable;

13.2 all Clauses which, either expressly or by their nature,

relate to the period after the expiry or termination of this

Agreement shall remain In full force and effect;

13.3 termination shall not affect or prejudice any right to

damages or other remedy which the terminating Party

may have in respect of the event giving rise to the

termination or any other right to damages or other

remedy which any Party may have in respect of any

breach of this Agreement which existed at or before the

date of termination;

13.4 subject as provided in this Clause 13 and except in

respect of any accrued rights neither Party shall be under

any further obligation to the other; and

13.5 each Party shall (except to the extent referred to in Clause

8) immediately cease to use, either directly or indirectly,

any Confidential Information, and shall immediately return

to the other Party any documents in its possession or

control which contain or record any Confidential

Information upon request of the other Party.

 

14. No Waiver

No failure or delay by either Party in exercising any of its rights under

this Agreement shall be deemed to be a waiver of that right, and no

waiver by either Party of a breach of any provision of this Agreement

shall be deemed to be a waiver of any subsequent breach of the

same or any other provision.

 

15. Further Assurance

15.1 Each Party shall execute and do all such further deeds,

documents and things as may be necessary to carry

the provisions of this Agreement into full force and

effect.

15.2 From time to time we may wish to issue publicity about

our Services which may include details of previous case

scenarios. We shall make no specific references to the

Clients matter which may reveal or otherwise lead to be

revealed any information which shall be subject to

Clause 8 herein

15.3 We reserve the right to act on behalf of other

individuals/companies who operate in the same locality

as the Client or any related subject area subject to our

obligations of confidentiality and Conflict of Interest as

contained herein.

15.4 In the event that the Client is not satisfied with the Service

provided, a written complaint should be made to us in the

first instance. All complaints will be handled in an efficient

manner and all attempts will be made to solve them

quickly. In the event that the Client remains dissatisfied,

and where a Member of the Association conducted the

Services, the Client should then refer to the disciplinary

procedures available against individual members through

the Association of British Investigators,

(www.TheABI.org.uk), which in the first instance will

advise on whether any of its code or ethics or byelaws

have been breached.

 

16. Severance

In the event that one or more of the provisions of this Agreement is

found to be unlawful, invalid or otherwise unenforceable, that / those

provision(s) shall be deemed severed from the remainder of this

Agreement. The remainder of this Agreement shall be valid and

enforceable.

 

17. Law and Jurisdiction

These terms of business are governed by and shall be construed

in accordance with the laws of the jurisdiction applicable to our

head office (principal place of business) and you agree to submit

to the exclusive jurisdiction of the Courts therein.

 

18. Agreement to these Terms

The Client shall agree to be bound by these Terms, by instructing

or continuing to instruct us and upon condition that we accept or

indicate or imply acceptance by commencing the Service.