Terms of Business (“Terms”) of IntaForensics Ltd (company number 05292275) whose registered office is at Aspect House, Grove Business Park, Wantage, Oxfordshire, OX12 9FA (“We”, “Us”, “Our”)

1. DEFINITIONS

1.1      “Agreement” means these Terms together with the Proposal.

1.2      “Appointer” means the entity, solicitor, loss adjustor, insurer or persons or Government Department instructing Us as detailed in the Proposal.

1.3      “Expert” means the person providing the Services on Our behalf as detailed in the Proposal.

1.4      “Services” means the services as described in the Proposal.

1.5      “Proposal” means the formal document accompanying these Terms outlining the scope of Services to be undertaken, estimated time to conduct the Services and proposed charges for the Services.

2. THE AGREEMENT

2.1      The Agreement will be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Appointer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2      No terms or conditions endorsed upon, delivered with or contained in the Appointer’s purchase order, confirmation of order, specification or other document will form part of the Agreement simply as a result of such document being referred to in the Agreement.

2.3      Each order for Services from the Appointer to Us shall be deemed to be an offer by the Appointer to purchase Services subject to these Terms.

2.4      No order placed by the Appointer shall be deemed to be accepted by Us until a written acknowledgement of the Proposal is issued by Us or (if earlier) We commences performance of the Services.

2.5      Any Proposal is valid for a period of 30 days only from its date, provided that We have not previously withdrawn it.

2.6      In the case of the Appointer being a partnership or unincorporated firm, all partners and proprietors thereof shall be jointly and severally liable in respect of the performance and observance by the Appointer of its obligations in the Agreement.

2.7      We shall promptly notify the Appointer of any conflict of interest that would disqualify Us or render it undesirable for Us to have continued involvement with the Services, or any requirement We perceive for the Appointer to employ additional expertise. 

3. OUR OBLIGATIONS

3.1      We will perform the Services with reasonable care, skill and diligence.

3.2      Any dates mentioned in a Proposal are approximate only and time will not be of the essence as to any performance of the Services, but We will use reasonable efforts to fulfil Our obligations under a Proposal in a timely manner.

3.3      We warrant that the Experts or other consultants used or employed to provide the Services will be properly experienced and qualified.

3.4      We shall employ the methods, procedures, techniques, personnel and sources of information set out in the Proposal but may vary these at Our discretion to achieve the objectives of the Proposal.

3.5      If no instructions are received under a Proposal or a case is not active for 2 months, We retain the right to terminate the  Agreement  and no further work will be undertaken, unless otherwise agreed in writing by the parties, and there shall be no liability on Us to conduct any further work.

4. APPOINTER OBLIGATIONS

4.1      The Appointer will, at its own expense take all steps including without limitation, providing access to premises, providing the facilities, materials, software, equipment, information and other resources to enable Us to:

4.1.1      commence performance of the Services no later than 30 days after acceptance of the Proposal; and

4.1.2      perform Our obligations under the Agreement.

4.2      The Appointer will co-operate in good faith with Us and the Expert throughout the provision of the Services including without limitation making personnel available to assist the Expert when reasonably requested and procuring that any other third parties engaged by the Appointer co-operate with the Expert at all relevant times.

4.3      During the performance of the Services the Appointer will promptly provide all reasonable assistance required by the Expert to perform the Services.

4.4      The Appointer undertakes to give immediate written notification of every hearing, meeting or other appointment at which the Expert’s attendance will or may be required.

4.5      In the event of the Appointer being in breach of its obligations under clauses 4.1, 4.2, 4.3 or 4.4 the Appointer shall grant the Expert such extension of time as is reasonable and pay Us the reasonable costs in respect of such breach.

5. CONFIDENTIALITY

5.1      The Appointer agrees not to copy, publish (in whole or in part) or disseminate the Proposal or any report, survey or other documents produced or commissioned by Us, on behalf of the Appointer, in the performance of the Services to any third party without Our prior written consent, such consent not to be unreasonably withheld.

5.2      We agree to maintain secret and confidential all reports, surveys and other documents produced or commissioned by Us, on behalf of the Appointer, in the performance of the Services (“Deliverables“) and We will not show or pass Deliverables to any third party without the prior written consent of the Appointer, such consent not to be unreasonably withheld.

6. INFORMATION

6.1      The Appointer acknowledges that the rights of any third party are not infringed in connection with any information or materials provided to Us or the Expert and the Appointer hereby indemnifies Us, Our employees and agents (including the Experts) against all and any third party claims or alleged claims together with associated costs, damages and reasonable legal expenses incurred in relation to any such infringements or alleged infringements.

6.2      The right of ownership in respect of all Deliverables and all materials including but not limited to photographic negatives, video recordings, models and other original work created by the Expert in order to maintain records of work undertaken (case management data) shall remain vested in Us or the Expert unless otherwise agreed in writing by one of Our directors.

7. LIABILITY

7.1      Nothing in these Terms shall exclude or in any way limit Our liability for fraud or for death or personal injury caused by Our negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law.

7.2      Subject to clause 7.1:

7.2.1      We shall not be liable for any:

7.2.1.1      loss of actual or anticipated income or profits;

7.2.1.2      loss of contracts;

7.2.1.3      loss of use;

7.2.1.4      loss or corruption of data or information;

7.2.1.5      loss caused by viruses, trojans, worms, logic bombs, denial of service attack or other material that is malicious or technologically harmful;

7.2.1.6      injury to reputation; or

7.2.1.7      special, indirect or consequential loss or damage, 

in each case, of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known; and

7.2.2      Our maximum aggregate liability to the Appointer under or in connection with the Agreement and the Services whether such claim arises in contract or in tort (including negligence) or otherwise shall in no circumstances exceed the amounts paid or payable to Us as set out in the Proposal.

7.3      The Appointer acknowledges that We rely on information being accurate and complete and provided in a timely manner. We shall not be liable for any delay or failure to perform Our obligations under the Agreement as a result of inaccurate or incomplete information provided by the Appointer.

7.4      The Appointer acknowledges and agrees that We are only able to provide the Services based on the information and documents disclosed to Us and We shall not be responsible for any errors when undertaking work on the Appointer’s behalf.  It is the Appointer’s responsibility to check all Deliverables produced by Us.

7.5      We shall not be liable for any representation or any warranties made by the Expert or any of Our employees or contractors except only as may be expressly agreed in writing by one of Our directors and set out in the Proposal.

7.6      These Terms state the full extent of Our obligations and liabilities in respect of the performance of the Services. 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 the Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

8. LEGAL AID

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 Appointer shall:

8.1.1      promptly notify Us when Legal Aid has been applied for or granted or amended or withdrawn;

8.1.2      apply to the Legal Aid Agency for prior authority of the estimated payments for the Services and promptly notify Us of the result from time to time;

8.1.3      pay Our invoices in accordance with clause 9 below;

8.1.4      apply to the Legal Aid Agency for interim payment in respect of the Services; and

8.1.5      be liable at all times for Our fees and costs following engagement with Us whether verbally or in writing, and where the Appointer fails to give written instruction for the Expert to cease work.

8.2      Without prejudice to other Terms, We may at Our sole discretion extend the payment period in legal aid cases from 30 days to a maximum of 60 days.

9. PAYMENT

9.1      Except as may be expressly stated in the Proposal, the Appointer shall make payment for the Services within 30 days from the invoice date of any invoice presented from time to time. We shall (if applicable) add to the price for the Services, and the Appointer shall pay an amount equal to any VAT or other sales tax or duty applicable from time to time to the sale or supply of such Services.

9.2      The Appointer shall be responsible to Us for payment, irrespective of any liability for payment of monies to the Appointer by any third party without limitation.

9.3      It is expressly agreed and declared that payment for the Services shall not be reduced or depend upon the result of any assessment or determination in which the Appointer may be involved.

9.4      The Appointer shall in addition to any fees specified in the Proposal pay Us all fees, costs, charges, disbursements, third party costs and expenses arising in connection with the Services which may include, without limitation, travel, waiting time, transport, fuel, parking, subsistence, accommodation, printing and photocopying together with any attendance at any tribunal or proceedings by the Expert in connection with the Services.

9.5      Except as may be expressly stated in the Proposal fees for attendance at any tribunal or proceedings will be charged at the same hourly rate as specified in the Proposal. This hourly rate will be charged in full in respect of travelling time, waiting time, conferences, and without limitation to time at the tribunal or proceedings.

9.6      The Appointer shall pay, if demanded by Us, interest on any fees, costs, charges and expenses outstanding upon the expiry of the said period of 30 days at the maximum rate permitted by law calculated from the date of the invoice to the date of receipt by Us.

9.7      All payments shall be made without any deduction or withholding, whether by way of set-off, counterclaim, abatement or otherwise.

9.8      Without prejudice to any other right or remedy We may have, if the Appointer fails to pay Us within 45 days of the date of the invoice, We may suspend and/or terminate the performance of all Services under any or all Agreement entered into with the Appointer until all outstanding payments owing to Us have been made in full.

10. ASSIGNMENT AND SUBCONTRACTING

10.1      The Appointer hereby agrees that We may assign or subcontract the performance of the Services to any third party and/or any Expert and may rely upon advice or opinion of any third party who, in Our opinion is reasonably competent for that purpose.

10.2      We will use reasonable care to notify the Appointer of any such assignment or sub-contractor carrying out the Services.

11. NOTIFICATION

11.1      Any notice required or permitted to be given by either party to the other under this Agreement shall not be effective unless made in writing and sent either by first class, pre-paid, recorded delivery postal service or receipted e-mail communication and acknowledge by the other party, and in the case of posting shall not be effective until 48 hours after the time of posting.

11.2      The Appointer agrees that any notices sent to Us, upon posting, shall be deemed to have been delivered once received in the hand of one of our Directors.

12. TERM AND TERMINATION

12.1      The term of this Agreement shall commence on the signature of the Proposal, and unless terminated earlier as set out below, shall expire on the completion of the Services.

12.2      Unless otherwise stated in the Proposal, either party may terminate the Agreement at any time on giving 30 days’ written notice to the other party.

12.3      Either party may terminate the Agreement immediately by written notice in the event that the other party commits a material breach of the Agreement and has failed to remedy that breach within 30 days of the other party identifying the breach to that party.

12.4      Either party may terminate the Agreement immediately by written notice in the event that the other party becomes insolvent or commits an act of bankruptcy, or enters into any arrangement with his creditors or goes, or is put into liquidation (other than solely for purposes of reconstruction whilst solvent), or if a receiver is appointed over any part of its business.

12.5      Upon termination of the Agreement or any Proposal for any reason all sums owing to Us shall become immediately payable.

12.6      If We terminate the Agreement in accordance with clause 12.3 or 12.4 the Appointer shall immediately pay all fees and expenses then owing to Us (including all the expenses of, caused by, or arising out of such termination) together with a sum equal to the fees and any expenses remaining to be paid under the Agreement.

12.7      The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination.

12.8      Clauses 5, 6, 7, 11, 12, 13, 14, 15, 16 and 17 shall survive termination of the Agreement.

13. DATA PROTECTION

13.1      Where the information and materials disclosed by the Appointer to Us and the Expert under the Agreement include personal data (as defined in the General Data Protection Regulations 2016/679 and the Data Protection Act 2018, collectively the DPL) (Data), the following terms shall apply.

13.2      The parties will comply with all binding laws, rules and regulations applicable to the performance of this Agreement, including the DPL.

13.3      Neither party will do anything which causes the other party or a member of its group to breach the DPL, and equally they will not fail to do something that would otherwise prevent a breach of them.

13.4      Ownership: The Appointer, a member of its group or a relevant customer owns, and will continue to own, all right, title and interest in and to any Data processed by Us and/or an Expert in providing the Services.

13.5      Controller: The Appointer will either be the Controller or a Processor of the Data, and We will be a Processor or Sub-Processor respectively.

13.6      Compliance: We will not process, disclose or use any of the Data other than in accordance with the Appointer’s written instructions except where the processing, disclosure or use is required to comply with a European Union or other Member State law to which We are subject. If We are required to process the Data for such reasons, We will seek to direct the requesting law enforcement authority to request the Data directly from the Appointer.

13.7      If We are compelled to disclose the Data, We will let the Appointer know before We do so (if permitted) so that the Appointer can seek appropriate remedies or safeguards. We will notify the Appointer if We believe compliance with the obligations under this clause 13 would breach Our obligations under the DPL.

13.8      Appointer’s instructions: The parties agree that this Agreement sets out the basis for the Services but that the specific instructions in relation to Data will be provided by the Appointer to Us and the Expert at the time of engagement on a particular case or issue.

13.9      Technical and Organisational measures: In accordance with the terms of Article 32 of the GDPR, We will implement and maintain technical and organisational measures appropriate and suitable for the Services We provide to the Appointer, taking into account the state of the art, the costs of implementation, the type of processing and the likelihood and severity of risk to the rights and freedoms of data subjects. These will include measures in relation to the security of the Services, the physical security of the facilities used to deliver them, measures to control access rights to them and any relevant networks, and processes for testing the effectiveness of these measures. In assessing the appropriate level of security, account will be taken of the risks that are presented by the processing and from any potential personal data breach.

13.10      Security Breach Notifications and Complaints: We will notify the Appointer without undue delay, and in any event within 48 hours, if it, an Expert or any sub-contractor becomes aware of a breach, complaint or other notification affecting the Data. As part of that notification, where known, We will provide: (a) a description of the breach, complaint or notification and the parts of the Data concerned; (b) the likely consequences of it; and (c) the reasonable steps taken or proposed to be taken by Us to address, and where appropriate mitigate, any adverse effects of it. We will not directly respond to any such breach notification, complaint or other notification unless expressly authorised by the Appointer (except if required to do so by law) and will provide full co-operation, information and assistance to the Appointer in respect of the same.

13.11      Description of processing: We will carry out the processing of the Data set out in the table below.

13.12      Employees and contractors: We will: (a) take reasonable steps to ensure the reliability of any employee, agent, contractor (including those of any sub-contractors) and Experts who may have access to the Data; (b) ensure that access to the Data is limited to those individuals who need to know, or have access to, it for the purposes of providing the Services; and (c) ensure that any employee, agent or contractor (including those of any sub-contractor) and Expert are subject to suitable confidentiality undertakings (or professional or statutory obligations of confidentiality).

13.13      Transfers outside of the EEA: Neither Us, an Expert nor any sub-contractor will transfer the Data outside of the European Economic Area without the Appointer’s prior, express written consent. Where the Appointer consents, We will ensure that such transfer meets the requirements of both Articles 45 and 46 of the GDPR. The Appointer may withhold its consent at its discretion.

13.14      Verification of compliance: We will provide information reasonably requested by the Appointer to enable it to verify compliance with this clause 13. The Appointer will be entitled to inspect and audit (or appoint representatives to inspect and audit) the facilities that relate directly to the processing of the Data, subject to all involved signing suitable confidentiality terms and complying with all applicable security, access and other site policies. We will co-operate and provide assistance with such inspection and audit. Unless the audit is being conducted on an emergency basis or for legal or regulatory purposes, the Appointer will give Us not less than 30 calendar days’ prior written notice of any audit and will conduct it during normal working hours. In all cases the Appointer will use reasonable endeavours to avoid causing damage, injury or disruption to any premises, personnel and business whilst conducting it. The Appointer may exercise this right once every 12 months (unless required otherwise by a relevant regulatory authority).

13.15      Data Privacy Impact Assessments (DPIAs): We will provide the Appointer with reasonable assistance with DPIAs and consultations the Appointer reasonably considers to be required.

13.16      Data subjects: Where We hold Data about a data subject that the Appointer, its group or a customer is the Controller of, We will provide (and use reasonable endeavours to procure that Experts and sub-contractors provide) assistance in relation to compliance with the Appointer’s obligations under the DPL. If the Appointer, a member of its Group or a customer are the Controller, We will: (a) promptly notify the Appointer where it, an Expert or a sub-contractor receives a request from a data subject; (b) provide assistance in meeting the requirements of the relevant Controller under the DPL with regards to subject access requests and breach notifications with supervisory authorities and data subjects; and (c) not respond directly to any such request without the Appointer’s approval (unless required to do so by law).

13.17      Deletion or retention: At the Appointer’s choice, We will, and will use reasonable endeavours to  procure that the Experts and its sub-contractors will, securely delete or return to the Appointer all Data (including any copies) after the expiry or termination of this Agreement (except where the continued storage of all or part of it is required by law in which case only those parts strictly required to meet the legal obligation shall be retained and this clause 13 shall continue to apply to the retained Data).

13.18      Records: We will maintain a record of processing activities in accordance with the DPL.

14. PERSONNEL

14.1      During the term of and for six months after termination of the Agreement, the Appointer shall not, without Our written consent, solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person who is employed by Us or has been employed by Us during the preceding six months, and who has been involved with the Services to a material extent under this Agreement, to terminate their employment with Us or employ any such person.

14.2      If We consent to a member of Our staff joining the Appointer pursuant to clause 14.1, We may charge a fee in consideration for such consent. Such fee shall be equivalent to 50% of the annual salary that shall be paid by the Appointer to that employee and shall be payable immediately upon presentation of an invoice by Us.

15. FORCE MAJEURE

We shall not be liable for any failure or delay in performing Our obligations under the Agreement where such failure or delay results from an event, circumstance or cause beyond its reasonable control.

16. ANTI-BRIBERY AND CORRUPTION

16.1      The Appointer shall (i) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, (ii) not bribe, promise or give financial advantage to another person (including a Foreign Public Official) whether directly or indirectly and must not receive any bribe, promise or other financial advantage from a third party which in each case may be designed or intended to induce or reward the improper performance of a function or activity, (iii) promptly report to Us any request or demand for any undue financial or other advantage of any kind received by the Appointer in connection with the performance of any Agreement and, at Our request, confirm in writing that the Appointer has complied with this clause 16.1 and provide such supporting evidence of compliance as We may reasonably request.

16.2      Breach of this clause 16 shall be treated as a material breach of the Agreement.

17. GENERAL

17.1     The parties do not intend that these Terms or any Agreement should confer any right or benefit on any third party.

17.2     Any delay by Us in exercising any of its rights under these Terms or any Agreement will not constitute a waiver of such rights.

17.3     If any provision of these Terms or any Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from them.

17.4     Should any statement in the Proposal contradict any clause of these Terms, the statement in the Proposal shall take precedence over these Terms provided always that the statement in the Proposal specifically identifies the clause of these Terms which it is taking precedence over.

17.5     The Agreement contains the entire agreement between the parties with respect to the Services and may not be modified except in writing signed by the duly authorised representatives of the parties.

17.6     Nothing in these Terms or any Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of another party for any purpose. No party shall have the authority to act as agent for, or to bind, the other party in any way.

17.7     These Terms are governed by and interpreted according to English law. All disputes arising under these Terms are subject to the exclusive jurisdiction of the English courts.