Ingram Associates is a partnership business which trades from Wadham Chambers
Hardwick Witney Oxon OX29 7QE and whose partners are John Andrew Ingram and Anne Margaret Ingram.
1. Scope of Terms of Business
1.1 All work carried out by or at the responsibility of Ingram Associates (an ‘Instruction’) for the Client is subject to these Terms. These Terms may be varied or excluded (in whole or in part) by any variation submitted by Ingram Associates to the Client or by subsequent express agreement in writing with Ingram Associates, but not otherwise.
2. Commencement & Completion of Work
2.1 Unless otherwise stated in the Instruction, the appointment of Ingram Associates shall commence from the date of Ingram Associates acceptance of the Client’s Instruction, or from the time when Ingram Associates shall have begun to perform for the Client any of the services specified in their Instruction, whichever is the earlier. The Client will co-operate with Ingram Associates in all reasonable ways and will make freely available or place at Ingram Associates disposal any documents, information, facilities and personnel as is reasonably required by Ingram Associates to carry out the Instruction.
2.2 The Client shall provide Ingram Associates with all data (presently or subsequently in the possession of the Client) relating to the Instruction. The Client represents to Ingram Associates that all such data are accurate to the best of the Client’s knowledge.
2.3 If Ingram Associates is delayed in carrying out the Instruction by any act or default of the Client or any other party or by any cause beyond the reasonable control of Ingram Associates including without limitation, civil disturbance, act of God, fire, explosion, accident, act of Government or Governmental agencies, or failure of third party suppliers, the period for completion of the Instruction shall be extended by a reasonable period and Ingram Associates shall be paid for any additional reasonable costs incurred attributable to such delay.
2.4 Ingram Associates shall make reasonable endeavours to achieve results for the Client within the agreed timeframe, but this will be taken as a guideline for time planning purposes only. Time is not necessarily of the essence unless specifically agreed in writing with liquidated damages for late delivery fully defined before commencement of carrying out the Instruction.
3. Supplier Personnel It is a condition of contract that the Client will not approach or contact, with the intention of employing or retaining, any employee or ex-employee of Ingram Associates whatsoever, but in particular any employee or ex-employee who is (or who has been) engaged on or connected with any Instruction without the prior agreement of Ingram Associates. This restriction is to apply at all times during the Instruction and for a period of one (1) year immediately following the termination of the Instruction.
4. Disbursements (not applicable to fixed price Instructions) A five per cent handling surcharge may, at the discretion of Ingram Associates be made on all disbursements paid by Ingram Associates associated with carrying out the Instruction. Such disbursements include, but are not limited to, sub-contractors (other than Ingram Associates employees), out-of-pocket expenses, costs of travel, accommodation and meals away from the normal place of business of Ingram Associates personnel, telephone calls and faxes necessarily incurred in carrying out the Client’s Instruction.
5. Techniques Ingram Associates intends to employ the methods, procedures, techniques, personnel and sources of information set out in the Instruction, but reserves the right to vary these, without notice, as necessary or desirable in order to achieve the aims of the Instruction.
6. Care and Diligence/Contractual Limitations
6.1 All findings, forecasts, statements of opinion and recommendations made or given relating to the Instruction or in any report or letter (‘the Results’) submitted by Ingram Associates to the Client on the work carried out under any Instruction are made in good faith, and on the basis of the information before Ingram Associates at the time. Ingram Associates shall in the discharge of the services agreed to be performed by Ingram Associates exercise all the reasonable skill, care and diligence normally provided by an Investigation / Bailiff / Enforcement Agency in the performance of services similar to those provided for the Client and under the same terms and circumstances.
6.2 Insofar as Results may be based on data and/or information supplied by the Client or obtained by Ingram Associates from a third party, Ingram Associates assumes no responsibility and makes no warranty or representation as to their correctness. All data, other material or information supplied by or on behalf of the Client will be accepted by Ingram Associates at the Client’s risk. Ingram Associates will exert reasonable efforts to ensure their safety and security in a manner consistent with Ingram Associates safety and security policy for its own property. The Client shall inform Ingram Associates in writing upon issuing Instructions to Ingram Associates of any special, confidential or particularly sensitive content. The Client shall indemnify Ingram Associates at all times against any costs, claims, demands and expenses arising from the Client’s failure to comply with the provisions of Clause 6.2.
6.3 The Client acknowledges and accepts that the price for the provision of the service to complete the Instruction does not contain a premium sufficient to cover Ingram Associates risk of unlimited liability in respect of the Instruction and that a limitation on Ingram Associates liability is therefore reasonable. Without prejudice to Clause 6.4, Ingram Associates liability to the Client in respect of breach or non-performance of contract or unsatisfactory work, shall be limited to £500 or the cost of the provision of an alternative service (Clause 9) whichever is the lower, and is in lieu of all other warranties either statutory express or implied. It is expressly agreed that Ingram Associates duties to the Client arise solely under the express terms of this contract and shall not extend to any duty under the law of tort or breach of statutory duty. If, in respect of loss or damage to physical property of the Client, Ingram Associates actually receives (taking into account, without limit, any deductible or excess) insurance monies from its insurers in excess of the limit referred to above in this clause in respect of such loss or damage, Ingram Associates to the Client for such loss or damage shall not exceed such receipts.
6.4 Save in respect of liability for fraud or the death or personal injury due to the negligence of Ingram Associates, its servants or agents, Ingram Associates shall have no liability to the Client under contract or otherwise (including negligence or breach of statutory duty) under the express terms of this Agreement or by reason of any non-fraudulent representation, or implied warranty, condition or other term, or any duty at common law, or any tort (including negligence), for (a) any loss of profits (b) any loss of revenue (c) any loss of income (d) any loss of business (e) any loss of goodwill or reputation (f) any loss of anticipated savings (g) any loss or corruption of data (h) any loss of use (i) increased costs of operations (j) increased costs of development (k) incorrect interpretation of the Clients data, (l) damages, loss or expenses payable to any third party or (m) any indirect or consequential or special loss or damage whatsoever and howsoever caused.
6.5 Ingram Associates can accept no responsibility for the failure of the Client to follow Ingram Associates advice. The Client is therefore advised to refer back to Ingram Associates before proceeding with any action by the Client that would conflict with Ingram Associates advice. Ingram Associates will provide advice on the Client’s proposals at its then current standard charge-out fees or other agreed sum. 6.6 The Client shall defend, indemnify and hold harmless Ingram Associates and its Partners, and employees against all loss, damage, liability, suit or claim, including lawyers’ fees and expenses, which is brought against Ingram Associates or its Partners or employees arising out of or in connection with the provision of services to the Client, or the provision of the services hereunder by the Supplier, except to the extent that Ingram Associates is liable in accordance with the express terms of this Agreement.
7. Confidentiality/Intellectual Property
7.1 Except as provided by Clauses 7.2 and 7.3 herein, all material resulting from Ingram Associates performance of the Instruction, including documents, calculations, computer printouts, notes, written reports, and any other pertinent data, are the property of Ingram Associates Ownership of any such material which is unique to carrying out the Instruction together with an irrevocable licence in respect of nonunique material shall become the Client’s when the Client completes payments and its other obligations under this Agreement. Provided however that Ingram Associates shall have the right to retain copies of said materials for archive or other reference purposes. All reports and other materials resulting from the performance by Ingram Associates of carrying out the Instruction are intended solely for the Client’s use in this matter and are not intended or represented to be suitable for use by the Client or third parties on any other matter; such reuse of said materials by the Client or third parties without written permission or adaptation by Ingram Associates for the specific purpose intended shall be at the user’s sole risk without liability to Ingram Associates and the Client agrees to indemnify and hold harmless Ingram Associates from all claims, damages and expenses including legal fees arising from such unauthorized reuse.
7.2 Copyright is reserved to Ingram Associates in the Instruction, and any material in the Results that has not been generated under the Instruction. No such material shall be copied or published (in whole or in part) or disseminated to any third party without the prior written permission of Ingram Associates.
7.3 The copyright in all documents and other similar material provided by or on behalf of the Client for the use of Ingram Associates in connection with the Instruction shall remain vested in the originator of such material, but the Client shall ensure that Ingram Associates is duly authorised to use such material for all purposes related to the Instruction.
7.4 Notwithstanding the foregoing conditions, Ingram Associates reserves the right to use an outline description of the Instruction in its promotional literature.
8. Cost of Service
8.1 Work will be carried out and charged on a time basis unless a fixed budget is agreed in writing. Any time charge contained or referred to in the Instruction shall be for guidance only and relates to the relevant charge at the date of the Instruction only. Invoices will be issued using the fee rates and price schedule in force at the time work is carried out, unless otherwise agreed.
8.2 Where utilised, a charge will be made for the use of Ingram Associates in-house IT services in accordance with a schedule of charges in force at the time the work is carried out unless otherwise agreed in writing with the Client.
9. Terms of Payment
9.1 Invoices will be raised upon completion of any Instruction and shall be paid (without deduction or any right to off-set) by the Client within thirty (30) days of the date of submission of the invoice by Ingram Associates. Any sums remaining unpaid at the expiry of any such thirty (30) days will bear interest to accrue from day-to-day at the rate specified in the Late Payment of Commercial Debts (Interest) Regulations 1998 on the balance outstanding. Time is of the essence in relation to payments.
9.2 In the event of non-payment by the Client in breach of Clause 9.1, the Client agrees that Ingram Associates may, at its discretion, engage the services of external debt recovery agents or solicitors in order to secure payment, and that the Client will be additionally liable to Ingram Associates for the costs of any such action.
9.3 If any item or part of an item of an invoice raised by Ingram Associates is disputed or subject to question, the payment of the remainder of the invoice shall not be withheld on those grounds and the provisions above shall apply to such remainder, and also the disputed or questioned item to the extent that it shall subsequently be agreed or determined to have been due to Ingram Associates.
9.4 The cost of services and expenses incurred will bear a Value Added Tax (VAT) surcharge at the rate applicable at the date of invoice.
10. Termination or Suspension
10.1 If either party shall become bankrupt, go into liquidation (other than a voluntary liquidation or administration for the purposes of amalgamation or reorganisation only) have a receiver, administrative receiver or administrator appointed over any part of its business or assets, enter in to a composition with its creditors or otherwise become insolvent (the ‘Bankrupt Party’) the other party shall be entitled forthwith by notice to the Bankrupt Party terminate or suspend work on Instructions under the Contract.
10.2 If the Client fails to pay any sum due hereunder within two (2) working days of the due date, Ingram Associates may by notice to the Client suspend and, at the same or a later time, terminate the Contract and/ or any other ongoing Instructions.
10.3 If either party (the ‘Defaulting Party’) breaches a material term of the Contract which remains unremedied for sixty (60) days after service of written notice on the Defaulting Party by the other party specifying such a breach, or if it appears that the Defaulting Party is in breach of a material provision of any statute, statutory instrument or common law, the other party may suspend and, at the same or a later time, terminate the Contract, confirmed by notice in writing to the Defaulting Party.
10.4 The Client may terminate the Contract at any time on thirty (30) days written notice to Ingram Associates.
10.5 If the Client terminates the Contract under Clauses 10.1 or 10.3 above the Client shall pay to Ingram Associates only such sums as are due up to the date of termination. If Ingram Associates terminates the Contract under Clauses 10.1, 10.2 or 10.3, or the Client terminates the Contract under Clause 10.4 the Client shall pay to Ingram Associates, in addition to the foregoing, such sums as are reasonably expended by Ingram Associates in bringing the work under the Contract to an end in a prompt but orderly fashion, plus all commitments (including any financial commitments to third parties) of Ingram Associates relevant to the provision of services under the Instruction and a cancellation fee of fifty percent (50%) of the outstanding contract price, such sums in aggregate not to exceed the contracted price (where fixed).
10.6 If the Contract is suspended under Clauses 10.1, 10.2 or 10.3 and Ingram Associates is required to perform any additional work in connection with the resumption of services, the Client shall pay Ingram Associates in respect of the performance of such additional work in advance.
11.1 These terms of business and all documents, arrangements and agreements to which they apply shall be construed and have effect in accordance with the Laws of England.
11.2 This Agreement contains the entire Agreement and understanding between the parties hereto with respect to the subject matter hereof and replaces all prior agreements and understandings relating to the said subject matter.
11.3 If any part of the Agreement is found to be void, voidable, illegal or otherwise unenforceable the remaining parts of the Agreement will remain in full force and effect.
11.4 All rights granted to either party shall be cumulative and no exercise by either party of any right under the Agreement shall restrict or prejudice the exercise of any other right granted by the Agreement or otherwise available to it.
11.5 The Client may not assign, sub-contract or transfer to any third party the benefit and/or burden of the Agreement without the Supplier’s prior written consent. Ingram Associates may assign the benefit and burden of this Agreement to an associated company or one of its subsidiaries, agents or parent company or otherwise with the Client’s written consent. The Agreement will be binding upon the party’s respective successors and assigns.
11.6 The Agreement shall be governed by the Laws of England. Both parties irrevocably agree that the Courts of England shall have exclusive jurisdiction in relation to any claim dispute or difference concerning the Agreement.
11.7 Ingram Associates reserves the right to vary the terms of business of this Agreement by placing the revised terms of business of the firm’s website at www. ingramassociates.co.uk. Any variation to these terms of business will be placed on the website (or otherwise notified to the Client) not less than one (1) month before such variation is to take effect, except in the case of a Third Party Variation which means a variation which Ingram Associates considers is required as a result of a change in: (a) the Laws of England or a decision by the Office of Fair Trading, Finance & Leasing Association, Credit Services Association or other relevant trade body; or (b) any service of any other party on which Ingram Associates relies to provide the Service. A Third Party Variation shall take effect as soon as the Law of England or underlying service changes. Ingram Associates shall place the change on the company’s website as soon as reasonably practicable. If the variation (other than a Third Party Variation) materially prejudices the Client, the Client may before the variation takes effect give written notice to Ingram Associates objecting to the variation, in which case the variation shall not apply to the Client, (unless otherwise agreed with the Client, such agreement not to be unreasonably withheld or delayed). If Ingram Associates does not receive notice of the Client’s objection to a material variation prior to the variation taking effect, the Client will be deemed to have accepted it. The Client should periodically check the company’s website to make itself aware of any variations.
11.8 The failure to exercise or delay in exercising a right or remedy provided by the Agreement or by the Laws of England does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
11.9 Nothing in the Agreement shall create any third party rights.
11.10 Notices must be written and delivered by (a) hand, (b) facsimile or electronic mail or (c) first class prepaid post in respect of posting and delivery within the UK or airmail otherwise. The address for service on Ingram Associates is Wadham Chambers Hardwick Witney Oxon OX29 7QE The address for service on the Client is as set out in the most recent invoice.
11.11 A notice will be deemed served as follows:
11.1.1 By hand, on delivery except where this is outside a working day, in which case the next working day;
11.1.2 By facsimile (where accompanied by written proof of successful transmission) on delivery except where this is outside a working day, in which case the next working day;
11.1.3 By electronic mail on delivery except where this is outside a working day, in which case the next working day, provided that either a telephone call is made to and received by the recipient informing the recipient of the date and time of that electronic mail message or the recipient expressly or impliedly acknowledges receipt of the electronic mail message;
11.1.4 Two (2) working days after posting, if posted in and for delivery in the UK; or five (5) working days if otherwise. Terms of Business for the Supply of Services