STANDARD SERVICE TERMS AND CONDITIONS

BACKGROUND: 

Quantum UK Associates Ltd of 71-75 Shelton Street, Covent Garden, London WC2H 9JQ (the “Service Provider”, “We”, “Us”) provides loss of profit claims services to you as a business client (“Client”, “You” “Your”). You agree to be bound by these terms (“Terms and Conditions”) as evidenced in the Letter of Authority (defined below) same and the date you sign such letter will be the date a contract will be formed between You and Us.

1. Definitions and Interpretation 

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

 

“Business Day”	means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England and Wales;
“Claim”           “Claim Estimate”         “Claims Service”	Means the claim Your have against the Company relating to a loss suffered by Your business that the Company may be liable for under prevailing laws in England and Wales, further details of which are as set out in the Letter of Authority;   Means the amount of Compensation We estimate to be recoverable from the Company on Your behalf;       Means the service We provide You in evaluating, preparing, submitting and negotiating Your Claim with the Company,
“Company”     “Compensation”	the company against which We will file a Claim on Your behalf;   means the full and final settlement for Your Claim as may be agreed by the Company;
“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 the Terms and Conditions (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);
“Data Protection Legislation”	means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
“Fees”         “Letter of Authority”	means any and all sums (excluding VAT) due to Us from You for the Claims Services provided to You as set out in Clause 4; and     means the letter signed and provided by You to the Company authorising Us to act on Your behalf with respect to the Claim.
	.

 

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.a.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.a.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;

2.a.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

2.a.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions, as appropriate; and

2.a.5 a “Party” or the “Parties” refer to the parties to the Terms and Conditions.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

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. Our Provision of the Claim Services

1.1 We shall provide the Claim Service with reasonable skill and care.

1.2 We shall act in accordance with all reasonable instructions given to Us by You provided such instructions are in line with the work We are required to conduct in respect of the Claim.

1.3 We will be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Claim Service.

1.4 Prior to beginning Claim Service work for You, We will conduct an evaluation of Your Claim and will assess its likelihood for success (the “Claim Evaluation”). Subject to Clause 9.2, if the Claim Evaluation is found to be in favour of pursuing a Claim, We will advise You of such.

1.5 If a Claim is successful, the Company will pay You the Compensation and You will then pay Us our Fees.

3. Your Obligations

1.1 You will use all reasonable endeavours to provide all pertinent information to Us that is necessary for the provision of the Claim Evaluation and Claim Service including but not limited to the Letter of Authority, accounts, business revenue and VAT returns.

1.2 In the event that We require any decision, approval, consent or any other communication from You in order to continue with the provision of the Claim Service or any part thereof at any time, You will provide the same in a reasonable and timely manner.  

1.3 If any consents, licences or other permissions are needed from any third parties such as insurance companies, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Claim Services (or the relevant part thereof).

1.4 Any delay in the provision of the Claim Service resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 shall not be the Service Provider’s responsibility or fault.

4. Fees, Payment and Records

1.1 After the Claim Evaluation is complete and it is determined that the Claim should be pursued, and prior to any Claims Service work beginning, We will outline the Fees in the Claim Evaluation and agree the same with You. 

1.2 Fees shall only be due if the Claim Service has resulted in Compensation being approved and agreed to by the Company. Where no Compensation has been approved or agreed by the Company, no Fees shall be payable by You to Us.

1.3 Subject to Clause 4.2, We will invoice You for Fees due.

1.4 All Fees [including any applicable VAT] required to be made by You will be made in British Pounds via bank transfer to Us no later 7 Business Days after We have sent you the invoice. Any Fees which remain unpaid shall incur interest on a daily basis at 3% above the base rate of Bank of England from time to time until payment is made in full of any such outstanding sums.  

1.5 In the event You terminate these Terms and Conditions and our agreement under Clause 9.2 and the Claim has yet to be formally submitted, You will be charged a reasonable amount for work done but not yet completed by Us. Such amounts shall be payable by You to Us within 7 Business Days of Us issuing You an invoice for the same.  

5. Liability, Indemnity and Insurance

1.1 We will at all times have in place suitable and valid insurance.

1.2 Our total liability to You for any loss or damage caused as a result of Our negligence or breach of these Terms and Conditions shall be limited to the Fees.

1.3 We shall not be liable for any loss or damage suffered by You that results from Your failure to follow any instructions given by Us nor shall we be liable for any loss or damage that is not foreseeable nor that results from You receiving Compensation that is less than the Compensation Estimate.

1.4 Nothing in these Terms and Conditions shall limit or exclude the Service Provider’s liability for death or personal injury.

1.5 Subject to sub-Clause 5.2 of these Terms and Conditions We shall indemnify You against any costs, liability, damages, loss, claims or proceedings arising out of Our breach of these Terms and Conditions.

1.6 Neither Party shall be liable to the other or be deemed to be in breach of the Terms and Conditions by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6. Disclaimers

1.1 We do not represent, warrant or guarantee that:

1.a.1 Your Claim will result in any Compensation being payable to You as any Claim Estimate We may provide to You is only an indication and success of your Claim will depend on the merits of Your particular case; 

1.a.2 Any Compensation approved and agreed to by the Company will be equal to or greater than the Claim Estimate; 

1.a.3 Your Claim will be processed or brought to conclusion in any set period of time;

1.a.4 Once Compensation has been approved, agreed to and paid by the Company, there will not be any appeal, claw back or recovery claim from the Company’s insurance company or any other regulatory or legal authority.

1.2 We are not legal, insurance or actuarial professionals and as such any recommendations, advice or proposals We present to You regarding Your Claim should not be relied upon as legal, insurance or actuarial advice and nor shall We be liable or responsible for any such reliance.

7. Confidentiality

1.1 We undertake that, except as provided by sub-Clause 7.2 of the Terms and Conditions or as authorised in writing by You, We shall, at all times during the continuance of these Terms and Conditions and for up to 2 years after its termination:

1.a.1 keep confidential all Confidential Information;

1.a.2 not disclose any Confidential Information to any other party;

1.a.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of these Terms and Conditions; and

1.a.4 not make any copies of, record in any way or part with possession of any Confidential Information

1.2 We may:

2.a.1 disclose any Confidential Information to:

a.1.a.1 any sub-contractor or the Company;

a.1.a.2 any governmental or other authority or regulatory body as required by law; or

a.1.a.3 any employee or officer of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions.  In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body or otherwise agreed by You in the Letter of Authority) obtaining and submitting to You a written confidentiality undertaking from the party in question. and

2.a.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date these Terms and Conditions are signed, or at any time after that date becomes, public knowledge through no fault of our own. In making such use or disclosure, We will not disclose any part of the Confidential Information that is not public knowledge.

1.3 The provisions of Clause 7 of the Terms and Conditions shall continue in force in accordance with their terms, notwithstanding the termination of the same for any reason.

8. Force Majeure

1.1 No Party to the Terms and Conditions 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.

9. Cancellation, Term and Termination

1.1 From the date You sign these Terms and Conditions and a contract is formed between us, You have 14 calendar days to cancel the contract and these Terms and Conditions (the “Initial Cancellation Period”). We will use best efforts to provide you with a Claim Evaluation during this Initial Cancellation Period but if we do not and the Claim Evaluation is found to be not in favour of pursuing a Claim on Your behalf, these Terms and Conditions and the contract shall terminate immediately.

1.2 Subject to Clause 4.2, each Party may terminate the contract and these Terms and Conditions by giving to the other not less than 14 calendar days written notice, to expire on or at any time after the Initial Cancellation Period.

1.3 Either Party may immediately terminate these Terms and Conditions by giving written notice to the other Party if:

3.a.1 any sum owing to that Party by the other Party under any of the provisions of the Terms and Conditions is not paid within 10 Business Days of the due date for payment;

3.a.2 the other Party commits any other breach of any of the provisions of the Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

3.a.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

3.a.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

3.a.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Terms and Conditions);

3.a.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

3.a.7 the other Party ceases, or threatens to cease, to carry on business; or

3.a.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Terms and Conditions.  For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

1.4 For the purposes of sub-Clause 9.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

1.5 The rights to terminate the Terms and Conditions shall not affect any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

10. Effects of Termination

Upon the termination of these Terms and Conditions for any reason:

1.1 any sum owing by either Party to the other under any of the provisions of the Terms and Conditions shall become immediately due and payable;

1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of these Terms and Conditions shall remain in full force and effect;

1.3 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 these Terms and Conditions which existed at or before the date of termination;

1.4 subject as provided in Clause 10 of these Terms and Conditions and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

1.5 each Party shall (except to the extent referred to in Clause 7 of the Terms and Conditions) 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.

11. Data Protection

11.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and Your rights under the GDPR.

11.2 For complete details of the Service Provider’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available here

12. Data Processing

12.1 In this Clause 12 and in the Terms and Conditions, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

0.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 12shall not relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

1.1 For the purposes of the Data Protection Legislation and for this Clause 12 , the Service Provider is the “Data Processor” and the Client is the “Data Controller”.

1.2 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in a Schedule to these Terms and Conditions.

1.3 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms and Conditions.

1.4 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and Conditions:

4.a.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

4.a.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Schedule.

4.a.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

4.a.4 Not transfer any personal data outside of the United Kingdom and European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:

a.4.a.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

a.4.a.2 Affected data subjects have enforceable rights and effective legal remedies;

a.4.a.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

a.4.a.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

4.a.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

4.a.6 Notify the Data Controller without undue delay of a personal data breach;

4.a.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of theTerms and Conditions unless it is required to retain any of the personal data by law; and

4.a.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 12and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

 

0.7 The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 12 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall:

7.a.1 Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 12 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and

7.a.2 Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.

1.5 Either Party may, at any time, and on at least 30 calendar days notice, alter the data protection provisions of the Terms and Conditions, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to these Terms and Conditions.

13. No Waiver

13.1​No failure or delay by either Party in exercising any of its rights under the Terms and Conditions shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Terms and Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provisions. 

14. Assignment and Sub-Contracting

1.1 Subject to the provisions of Clause 12, We shall be entitled to perform any of the obligations undertaken by Us through any other member of its group or through suitably qualified and skilled sub-contractors. 

15. Relationship of the Parties

15.1​Nothing in the Terms and Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Terms and Conditions.

16. Non-Solicitation

1.1 As the Client, You shall not, during the continuance of these Terms and Conditions and for 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by Us at any time without Our express written consent.

17. Third Party Rights

1.1 A person who is not a party to these Terms and Conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.

18. Notices

1.1 All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

1.2 Notices shall be deemed to have been duly given:

2.a.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

2.a.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

2.a.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid;

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

19. Entire Agreement

1.1 Subject to the provisions of Clause 12, these Terms and Conditions contain the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

1.2 Each Party shall acknowledge that, in agreeing to these Terms and Conditions, it does not rely on any representation, warranty or other provision except as expressly provided in the Terms and Conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

20. Counterparts

These Terms and Conditions may be entered into and signed in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

21. Severance

In the event that one or more of the provisions of the Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.

22. Dispute Resolution

1.1 Any dispute or difference arising between the Parties relating to these Terms and Conditions or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.

1.2 The Parties hereby agree that the decision of the Arbitrator shall be final and binding on both Parties.

23. Law and Jurisdiction

1.1 The Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

1.2 Subject to the provisions of Clause 22 of the Terms and Conditions, any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 

 

Pursuant to Clause 12.4, the following sets out the type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing:

 

[Client to insert details]

Type of Personal Data	Category of Data Subject	Nature of Processing Carried Out	Purpose(s) of Processing	Duration of Processing

 

Pursuant to Clause 12.4.2, the following are the technical and organisational measures agreed:

1. The Data Processor shall ensure that, in respect of all Personal Data (as defined in the Data Protection Legislation) it receives from or processes on behalf of the Data Controller, it maintains security measures to a standard appropriate to:

1.1 the harm that might result from unlawful or unauthorised processing or accidental loss, damage, or destruction of the Personal Data; and

1.2 the nature of the Personal Data.

2. In particular, the Data Processor shall:

1.1 have in place, and comply with, a security policy which:

1.a.1 defines security needs based on a risk assessment;

1.a.2 allocates responsibility for implementing the policy to a specific individual [(such as the Data Processor’s Data Protection Officer)] or personnel;

1.a.3 is provided to the Data Controller on or before the commencement of these Terms and Conditions;

1.a.4 is disseminated to all relevant staff; and

1.a.5 provides a mechanism for feedback and review.

1.2 ensure that appropriate security safeguards and virus protection are in place to protect the hardware and software which is used in processing the Personal Data in accordance with best industry practice;

1.3 prevent unauthorised access to the Personal Data;

1.4 protect the Personal Data using pseudonymisation, where it is practical to do so;

1.5 ensure that its storage of Personal Data conforms with best industry practice such that the media on which Personal Data is recorded (including paper records and records stored electronically) are stored in secure locations and access by personnel to Personal Data is strictly monitored and controlled;

1.6 have secure methods in place for the transfer of Personal Data whether in physical form (for example, by using couriers rather than post) or electronic form (for example, by using internally approved encryption);

1.7 password protect all computers and other devices on which Personal Data is stored, ensuring that all passwords are secure , and that passwords are not shared under any circumstances;

1.8 [not allow the storage of the Personal Data on any mobile devices such as laptops or tablets unless such devices are kept on its premises at all times;]

1.9 take reasonable steps to ensure the reliability of personnel or Company Staff who have access to the Personal Data;

1.10 have in place methods for detecting and dealing with breaches of security (including loss, damage, or destruction of Personal Data) including:

10.a.1 the ability to identify which individuals have worked with specific Personal Data;

10.a.2 having a proper procedure in place for investigating and remedying breaches of the GDPR; and

10.a.3 notifying the Data Controller as soon as any such security breach occurs.

1.11 have a secure procedure for backing up all electronic Personal Data and storing back-ups separately from originals;

1.12 have a secure method of disposal of unwanted Personal Data including for back-ups, disks, print-outs, and redundant equipment; and

1.13 adopt such organisational, operational, and technological processes and procedures  as appropriate to the Client Services provided to the Data Controller.