Terms and conditions
ASP terms and conditions
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Special terms for use of Jordans' ASP service
1. Interpretation and definitions
1.1. In these terms and conditions "we", "our" or "us" means Jordans International Limited and "you" and "your" means the Appointor(s) named on the order form attached to these terms and conditions ("the Order Form") or if section 7 of the Order Form is completed, the person named in that section ("the Instructing Party").
1.2. The Instructing Party warrants to us that it has authority from each Appointor to instruct us to provide these services in relation to the Appointors, that it has made each Appointor aware of these Terms and Conditions and it
shall procure that each Appointor complies with the obligations set out in these Terms and Conditions as if it were a party to these Terms and Conditions in place of the Instructing Party.
2. Appointment
2.1. We shall:
(a) act as the process agent of the Appointor(s) named on the Order Form in relation to the agreements listed on the Order Form to which our appointment relates ("the Legal Documents") until the termination date set out on the Order
Form, and as such accept service of any notice, proceedings or other documents issued out of the courts of England and, if so indicated on the Order Form, issued in relation to any arbitration proceedings, in each case in respect of the
Legal Documents ("the Service Documents") on their behalf; and
(b) confirm our appointment to up to two persons free of charge. We reserve the right to charge a fee for any additional confirmations that are required.
3. Receipt of Service Documents
3.1. Promptly after receipt of any Service Document we shall notify the person named under "Contact Details" on the Order Form or any other person notified to us in writing as a Contact from time to time ("the Contact") of receipt of the Service Document, using the preferred method of contact at the relevant address selected on the
Order Form. This notification shall either describe the nature and content of the Service Document or, if reasonably practicable, include a copy of the Service Document.
3.2. This notification shall be sent to the contact address provided on the Order Form or any such address subsequently notified to us under subclause 4.1.
3.3. You shall promptly provide us with instructions as to the method and timescale for forwarding
the Service Documents. Any such transmission of the Service Documents shall be at your cost and risk. We reserve the right to retain the Service Documents until payment is received in full for the transmission costs.
4. Communication
4.1. You shall notify us in writing as soon as possible of any change to the contact information set out
on the Order Form, quoting the reference number provided to you.
4.2. If we are unable to communicate with the Contact through the preferred method indicated on the Order Form we shall use reasonable measures to establish communication with the Contact or, failing him, with you, by such means as we consider appropriate.
4.3. All communication with the Contact or you is at your risk. We shall have no responsibility for ensuring the actual receipt of any communication or the Service Documents by you, the Contact or any other person to whom
you instruct us to forward the Service Documents.
4.4. If you request more than one Contact or contact address additional fees will be payable.
5. Fees
5.1. We will invoice you periodically for any disbursements, outlays and out of pocket expenses incurred by us in carrying out our duties as your process agent. This includes any notaries fees, post or courier fees incurred in setting up or carrying out the appointment.
5.2. You are responsible for the payment of our fees. You are also responsible for the payment of any value added tax, sales tax or other similar tax which may be payable.
5.3. If you fail to pay our fees within 30 days of the invoice date we may terminate the appointment
by giving you 7 days’ notice of our intention to terminate, during which time you may remedy this breach.
5.4. If our appointment is terminated by you we shall not be required to refund all or any part of our fee.
5.5. If we extend the term of our appointment additional fees will become payable at our rates then in force.
6. Our liability
6.1. Except in respect of claims for death or personal injury resulting from negligence or as otherwise
prohibited by law, our liability for loss or damage in contract, tort (including negligence or breach
of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our services under these Terms and Conditions shall not exceed £1,000,000.
6.2. Save as precluded by law, we shall not be liable to you for any indirect or consequential loss or
damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with our services or these Terms and Conditions.
6.3. You undertake at all times:
(a) to indemnify us from and against any liability incurred by us which arises from or as a result of the provisions of these Terms and Conditions or any act or omission by us relating to our appointment, other than any liability arising out of our gross negligence, wilful default or fraud; and
(b) to indemnify us against any costs, charges and expenses suffered or incurred in enforcing the provisions of these Terms and Conditions.
7. Confidentiality
7.1. We shall keep confidential your affairs except and to the extent that:
(a) the disclosure is made to you, your officers, employees, shareholders or beneficial owners, or to a person whom we reasonably believe to be your professional adviser or authorised by you to act on your behalf;
(b) disclosure is required by law or regulation or any securities exchange or regulatory or governmental body to which we or any group company is subject wherever situated;
(c) disclosure is necessary to provide the Services, to collect our fees or to defend or commence litigation;
(d) the information has come into the public domain through no fault of ours or was disclosed to us without any obligation of non disclosure; or
(e) consent is given by you or on your behalf in writing to the disclosure.
8. General
8.1. Your order is accepted on the basis that you instruct us as principal and are liable directly to us for payment of our account.
8.2. We reserve the right upon giving you 60 days' prior written notice to alter the address at which you may contact us as agent. We shall not be responsible for any costs incurred by you as a
result of such an alteration.
8.3. We may, upon giving you 60 day's prior written notice, assign our interests and obligations in
this agreement between us to any group company. Other than this, neither you nor we shall assign, transfer, grant securities over or otherwise deal with any interest in the agreement between us.
8.4. Nothing in the Order Form or these Terms and Conditions is intended to, or does, confer any rights on a third party.
8.5. The Order Form and these Terms and Conditions constitute the entire agreement
between us and supersedes any previous agreements between us relating to the Legal Documents. Nothing in the Legal Documents shall override any provision of these Terms and Conditions.
8.6. This Agreement shall be subject to and construed in accordance with the laws of England and the parties submit for all purposes in connection with this Agreement to the exclusive jurisdiction of the English courts.
9. Data and Consumer Protection
9.1. Jordans International will use personal information which we hold about you to provide our services and products to you, for credit control and market research purposes and to inform you about our services and products,
legal developments and training sessions or events which we believe may be of interest to you. We may share your personal information with other companies in our group, including Jordans Limited, Jordan Publishing Limited,
Jordans (Scotland) Limited and our overseas offices, for any of the above purposes.
9.2. Except in the situations listed above or as required or allowed by law or other regulation, we will not pass, disclose, rent or sell your personal information (other than any personal information which is already publicly available and which is incorporated into our search products) to any third party without your prior consent.
9.3. If you do not wish to receive information from us please write to the Head of Marketing, Jordans International Limited, 21 St Thomas Street, Bristol BS1 6JS marking the envelope 'Data Protection'.
9.4. You have the right, by written request and on payment of a small fee, to a copy of any personal data (as defined in the Data Protection Act 1998) which we hold about you.
9.5. Under the terms of the Consumer Protection (Distance Selling) Regulations 2000 you may have the right to cancel the contract between us within 7 working days of the day after the date on which the contract for the provision of services is concluded. This right to cancel does not apply to services once performance of those services has started with your approval. Provisions relevant to annual service only
Termination
10.1. Subject to sub-clause 5.3, either of us may terminate this Agreement at any time: by giving not less than 30 days' written notice to the other; or with immediate effect if one of us commits a material breach of its obligations under this Agreement and, where the breach is capable of remedy, fails to remedy such breach within 30 days of receiving notice in writing from the other to so remedy.
10.2. In addition, we may terminate this Agreement by written notice with immediate effect if: you are unable to pay your debts as they fall due within the meaning of Section 123, Insolvency Act 1986, a receiver or administrator is appointed over or in relation to your assets or a resolution is passed or an order made for your winding up (or an event occurs within the jurisdiction of the country in which you are situated which has a similar effect to any of
these in the UK); the actions or identity of you, any of the Contacts or any officer, secretary, employee, member or
beneficial owner of your shares (each an "Associate") have caused or are likely, in our opinion, to cause us or any of our group companies to be in breach of any law or regulation or to incur any liability in any country or jurisdiction whatsoever or to damage in any way our reputation or the reputation of any of our group companies; or any information, assurance or warranty given to us by you or any of the Contacts or your Associates, whether in this Agreement or otherwise, is found to be incorrect, insufficient or misleading in any material respect.
10.3. The failure to terminate this Agreement when any of the events set out in sub-clauses 5.3, 10.1 or 10.2 occurs shall not prevent the termination of this Agreement at any future time so long as the relevant circumstances subsist at
that time.
11. Consequences of termination
11.1. On termination of this Agreement we shall:
a) immediately cease to provide the Services to you; and
b) be under no further obligation to receive or forward any Service Document and may, at our
discretion and without incurring any liability, retain, destroy or return any Service Document to sender.
11.2. On termination of this Agreement you shall promptly:
a) arrange an alternative agent for service;
b) take reasonable steps to notify all the persons to whom our contact details were given that we are no longer your agent for service; and
c) ensure that any other steps are taken to give prompt effect to these changes.
11.3. We shall not be liable in any way to you or any other person for any loss or damage whatsoever arising directly or indirectly from the termination of this Agreement or the resultant withdrawal of Services.
11.4. Termination of this Agreement is without prejudice to any rights or obligations outstanding or accrued at that date and to the continuing effect of those provisions of this Agreement which are expressly or by implication provided to come into effect on, or to continue in effect after, termination.
October 2008
