TERMS
OF BUSINESS
This section contains our standard terms of business, which apply to all service agreements unless stated
In the absence of express agrement to the contrary, these terms of business apply to all of our service agreements. Please ensure that you read them carefully. Entering into your service agreement indicates that you accept that they apply to your contract. If you have any questions, please email andrew@trustedeye.co.uk.
1 General
1.1 These terms comprise part of the agreement between Andrew Cook, trading as Trusted Eye Investigations, (“The Provider”) and you (“The Client”).
1.2 The Provider is a member of the Association of British Investigators and adheres to the Association’s Code of Ethics and Professional Standards, which may be updated from time to time. The Client accepts that the Provider adheres to these standards and shall not expect the Provider to depart from them.
1.3 While the Provider commits to execute its services with reasonable care and skill, the nature of the Provider’s services means that it is unable to guarantee success.
1.4 The Client must not engage in unacceptable behaviour towards the Provider or its agents. Should the Client engage in such conduct towards the Provider, or its agents, that is abusive, threatening, or intended to cause the Provider or its agents harassment, alarm, or distress, the Provider’s obligations under the agreement shall immediately cease. In these circumstances, the Client shall not be entitled to a refund for work that has already been undertaken. The Client shall also be liable to pay the Provider for the work it has undertaken and, if applicable, the Provider may deduct this sum from the Client's retainer.
2 Personal data and privacy notice
2.1 The Provider is registered as a Data Controller with the Information Commissioner’s Office under reference ZB546664.
2.2 The Provider commits to comply with prevailing data protection legislation (currently the UK GDPR). If the Client considers that their personal data has been misused by the Provider, or that the Provider has not kept their data secure, the Client should contact the Provider in the first instance. The Provider's complaints procedure is available at www.trustedeye.co.uk.
2.3 If the Client remains unhappy with the Provider’s response, they may make a complaint to the Information Commissioner’s Office.
2.4 The Provider’s privacy notice, which explains how the Provider processes personal data, is available at www.trustedeye.co.uk. The notice may be updated from time to time. The Client also accepts that the Provider will also process their data in accordance with the Provider's policy on data retention, which is available at www.trustedeye.co.uk.
2.5 During such retention periods, the Provider will keep personal data securely. When transferring personal data, the Provider shall encrypt the data or secure it with a unique password (passwords will be communicated to the recipient separately).
2.6 Where the Provider’s status is as processor and the Client is a controller, the Provider will offer the Client assistance should a data subject serve upon the Client a Subject Access Request. Any such request served on the Provider shall be referred to the Controller upon receipt.
2.7 Where the Provider’s status is as processor and the Client’s is a controller, in the event a data breach the Provider will notify the Client immediately and will assist the Client to comply with its obligation sunder the UK GRPR.
2.8 Where the Provider’s status is as processor and Client is a controller, the Provider shall upon request submit to audits and inspections and provide the Client with requisite information to ensure compliance with the Client’s UK GDPR obligations.
2.9 Furthermore, in the event that the Provider acts as processor, it confirms and acknowledges that all sub-contractors (sub-processors) that it instructs will be bound by the UK GDPR conditions.
2.10 In the event that the Provider ceases trading, or the Client is unable to contact the Provider, any sub-contractor instructed by the Provider will, by default, become the processor to the Client’s controller role (or joint controller, if appropriate).
2.11 For the avoidance of doubt instructions are accepted on the basis that the Provider’s services are conducted under the Client’s direction. Ordinarily the Provider shall only become the controller when it determines the purpose and means of the processing.
3 Types of agreement
3.1 ‘Fixed-price’ agreements denote contracts in which the Client agrees to pay the Provider a fixed sum for services in the agreement. Fixed-price agreements include travel time that the Provider reasonably incurs when supplying services under the agreement.
3.2 ‘Half-day’ agreements denote contracts in which the Client agrees to pay the Provider a fixed sum for half a days work (4 hours). Half-day agreements include travel time that the Provider reasonably incurs when supplying services under the agreement.
3.3 ‘Full-day’ agreements denote contracts in which the Client agrees to pay the Provider a fixed sum for a full days work (8 hours). Full-day agreements include travel time that the Provider reasonably incurs when supplying services under the agreement.
3.4 ‘Hourly-rate’ agreements denote contracts in which the Client agrees to pay the Provider a fixed sum per hour of work that the Provider undertakes. Unless otherwise stated, the Client agrees to pay the Provider for travel time that the Provider reasonably incurs.
4 Right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
4.1 This section applies to service agreements involving Clients who are individuals acting outside of their normal business (“consumers”).
4.2 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations”) define three types of contract covering distance, off-premises, and on-premises sales. Your service agreement will identify which arrangement applies in your case.
4.3 The Regulations define off-premises contracts as: (i) contracts made where a consumer and trader are together and agree a contract in a place that is not the trader’s usual place of business; (ii) contracts where a consumer and trader are together and an offer is made by a place that is not the trader’s business premises; (iii) contracts that are agreed at a trader’s usual place of business immediately after a meeting in a place that is not the trader’s usual place of business; and (iv) contracts made with a consumer during an excursion that is organised by a trader with the aim of selling or promotion the trader’s services.
4.4 The Regulations generally define distance contracts as those where a consumer and trader are not together, which are negotiated and agreed by one or more organised means of distance communication (e.g., phone, email, or internet). However, the scheme for selling the services must be organised (i.e., the instance cannot be a one off).
4.5 The Regulations define on-premises contracts as situations that are neither distance or off-premises contracts, which effectively means contracts that are made on the Provider’s business premises.
4.6 In off-premises and distance contracts, Clients who are consumers have a right to cancel this agreement within fourteen days, without giving any reason.
4.7 The Provider will not commence work under the agreement until the period of cancellation has expired, unless the Client expressly instructs that work should commence during the cancellation period using the Provider's form.
4.8 To exercise a right to cancel, the Client must inform the Provider of their decision to cancel by a clear statement (e.g., a letter sent by post, or an email). The Client may use the Provider’s model cancellation form, but to do so is not mandatory.
4.9 To meet the cancellation deadline, it is sufficient for the Client to send their cancellation before the cancellation period has expired.
4.10 If the Client cancels the contract under this section, the Provider will reimburse all of the Client’s payments. However, in situations where a Client requests that the Provider begins the performance of services during the cancellation period, the Client shall pay the Provider an amount that is in proportion to what has been performed until the Client communicated their decision to cancel. Where a Client has paid a retainer, the amount may be deducted from the retainer by the Provider.
4.11 The Provider will make reimbursements without undue delay and, in any case, within fourteen days starting on the day on which the Provider is informed of the Client’s decision to cancel the agreement.
4.12 The Provider will make reimbursements using the same method of payment that the Client used in the initial transaction, unless the Client and Provider agree otherwise.
5 General provisions on cancellation
5.1 In situations where a Client cancels the agreement when it is otherwise still in effect, the Client shall be liable to pay the Provider for services that they have supplied until the date on which that the Client’s cancellation is communicated to the Provider. Where a Client has paid a retainer, this amount may be deducted by the Provider.
5.2 To cancel the agreement, the Client must inform the Provider of their decision to cancel by a clear statement in a durable medium (e.g., letter or email).
6 Dealing with complaints
6.1 The Provider commits to respond to complaints about their services as quickly as possible and will make all reasonable efforts to find a resolution.
6.2 If the Client wishes to complain about the Provider’s services, they should refer to the Provider’s complaints procedure and contact the Provider accordingly.
7 Retainers
7.1 Retainers are upfront payments by the Client to the Provider that are used to pay for the Provider’s services throughout an agreement.
7.2 Whether or not a retainer arrangement applies is clarified in the service agreement.
7.3 Retainer payments are held by the Provider and credited to the Client’s account.
7.4 An initial retainer may or may not represent payment for the whole service and the Client should refer to their own agreement for more information about costs and payment terms.
7.5 Where a retainer arrangement applies, the Provider shall invoice the Client on at least a monthly basis and, in any event, when the Client’s funds are depleted.
7.6 Where a retainer arrangement applies, the retainer does not represent payment for the whole service, a further payment or payments are needed to enable the Provider to deliver the services, and the Client’s funds are depleted, the Provider shall notify the Client and request further payment. The amount shall be at the Provider’s absolute discretion, taking into account the proportion of the Provider’s services that remain outstanding. However, it shall not exceed the amount of the Client’s first retainer.
7.7 In the event that a Client’s retainer balance is depleted, the Provider’s provision of services under this agreement shall cease until a further retainer payment is made.
7.8 Having been notified of the requirement to make a further retainer payment, the Client shall pay the provider within fourteen days of the Provider’s request. If the Client fails to pay the Provider within fourteen days, the Provider may, at their absolute discretion, terminate the agreement. If this happens, the Client shall not be entitled to a refund for work that the Provider has already undertaken and for which the Provider has been paid.
7.9 If, upon expiry or termination of the agreement, it becomes apparent that the Provider holds funds belonging to the Client that are in excess of what are required to satisfy the Provider’s final invoice, the Provider will reimburse any such balance within fourteen days. When doing so, the Provider will use the same method of payment that the Client used when making the retainer payment.
8 Payment
8.1 Except as otherwise provided in this agreement, the Client agrees to pay the Provider for their services (including expenses) within twenty-eight days of the date of issue of the Provider’s invoice.
8.2 Except as otherwise provided in this agreement, all payments by the Client to the Provider shall be by bank transfer.
8.3 Except as otherwise provided in this agreement, all amounts are in Pounds Sterling (“GBP”). The Client agrees to pay the Provider in GBP.
8.4 In the event of late payment, the Provider reserves the right to charge the Client interest at 8% (per annum) above the Bank of England’s base rate. If needed, interest may be applied pro rata. This provision applies to all Clients (whether private individuals or businesses).
9 Expenses
9.1 The Client agrees to reimburse the Provider for the Provider’s reasonable expenses.
9.2 For the purpose of this agreement, expenses are costs that are incurred by the Provider in supplying the services. Except as otherwise provided in this agreement, the following expenses are included in the agreement price: (i) office costs, for example stationery, utilities, and telecommunications bills; (ii) clothing and equipment expenses; (iii) staff costs, for example sub-contractor costs; (iv) financial costs, for example insurance and bank charges; and (v) business fees, such as professional memberships and licensing. However, unless otherwise stated, the Provider’s travel expenses are not included.
9.3 Except as otherwise provided in this agreement, the Provider shall seek the Client’s authority before incurring expenses. However, this requirement does not apply to reasonable travel expenses that the Provider incurs as a result of their use of a motor vehicle; and the Client agrees to reimburse the Provider for such expenses without the Provider first seeking their permission.
9.4 In respect of the Provider’s use of a motor vehicle, the Client agrees to pay the Provider a standard rate of £0.45p per mile.
9.5 Expenses that are incurred by the Provider shall be itemised in the Provider’s invoice.
10 Confidentiality
10.1 The Provider undertakes to treat as confidential all information about the Client’s personal and business affairs and will not disclose the same to any third party, unless it become known generally to the public or if it is required to be disclosed by the law of any jurisdiction.
10.2 The Provider may, at their discretion, disclose information to law enforcement agencies for the prevention and detection of crime, to assist in the apprehension and prosecution of offenders, or to safeguard any person from serious harm.
11 Sub-contracting
11.1 For the avoidance of doubt, the Provider may, at its absolute discretion, engage a third-party sub-contractor to perform all or some of the Provider’s obligations under the agreement; however, shall only do so where the Provider’s agreement with the sub-contractor contains mirrored terms concerning confidentiality and conflict of interest.
11.2 The Client must not hire or engage any third-parties to assist with provision of the services within the agreement.
12 Communication
12.1 In the execution of this agreement for service, the Provider will communicate directly and exclusively with the Client, unless express written instruction is provided by the Client that the Provider should communicate with a third party.
12.2 It is the Client’s responsibility to notify the provider of any change in their contact information and preferences. The Provider will not be liable for consequential loss or damage as a result of the Client’s failure to discharge this responsibility.
13 Information retention
13.1 If, upon completion of this agreement, the Client wishes for the Provider to send them any information in consequence of a service agreement, send the information to a third party, or deposit the same in safe custody, the Client shall request so by email or letter.
13.2 Except in circumstances where the Provider is under any other legal duty to retain information, the Provider may dispose of any such information after the relevant period, which is specified in the Provider's policy on data retention.
14 The Provider’s due diligence
14.1 The Client accepts that the Provider has a duty to undertake its own due diligence, in particular as to whether a Client has lawful and ethical reasons for requesting the Provider’s services, and where there may be a conflict of interest arising from the Provider’s potential engagement by the Client. Materially correct information is needed so that the Provider can determine whether there are sound and valid grounds for providing their services.
14.2 The Client is responsible for ensuring that all information is accurate. Should it come to the Provider’s attention that the Client has misrepresented, fabricated, or omitted material information, the Provider’s obligations under the agreement shall immediately cease. In these circumstances, the Client shall not be entitled to a refund and shall pay for work that the Provider has already undertaken. Where a Client has paid a retainer, such payment may be deducted from this sum.
15 Autonomy and capacity/independent contractor
15.1 The Provider has full control over its working time, methods, and decision-making in relation to the provision of its services. The Client accepts that the Provider does not work at their direction, however the Provider shall be responsive as to the needs and concerns of the Client.
15.2 In providing services under this Agreement it is expressly agreed that the Provider is acting as an independent contractor and not an employee. The Provider and Client acknowledge that this does not create a partnership or joint venture between them, and it is solely an agreement for service.
16 Conflict of interest
16.1 Conflict of interest refers to two situations. The first describes situations in which the Provider's own interests conflict, or where there is a significant risk that they may conflict, with those of the Client. The second refers to situations where different Clients – on whose behalf the Provider undertakes work – have a substantially common interest in relation to a specific matter, or where Clients are competing for the same objective, and the Provider’s duties to act in the best interests of each client conflicts.
16.2 Should it come to the Provider’s attention that any such conflict exists, the Provider’s shall be free to cease their obligations under this agreement. In this event, Client shall be liable to pay the Provider for work that it has already undertaken and, where such work has already been paid for by the Client, the Client shall not be entitled to a refund. If the Provider holds the Client’s funds under a retainer agreement, the Provider may deduct the sum needed to settle its final invoice.
17 Intellectual property
17.1 All intellectual property and related material that is developed or produced under this agreement will remain the property of the Provider.
17.2 The Client may not use the intellectual property for any purpose except for the purpose(s) in this agreement, except with the Provider’s written consent. The Client will be responsible for any and all damages resulting from unauthorised use of the intellectual property.
18 Assignment
18.1 The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this agreement without the Client’s prior consent, which must be by letter or email.
19 Modification of agreement
19.1 Any modification or amendment or additional obligation assumed by the Client or Provider in connection with the agreement will only be binding if evidenced in writing and signed by by each party.
20 Non-exclusivity
20.1 The Client and Provider acknowledge that this agreement is non-exclusive and that either party is free, during and after the agreement expires or terminates, to engage or contract with third parties for the provision of services that are similar to those under this agreement.
21 Equipment
21.1 Except as otherwise provided in this agreement, the Provider will provide at their expense any and all tools and equipment or any other items that are necessary to provide the services.
22 Property
22.1 Upon the expiry or termination of this agreement, the Provider will return to the Client any property, documentation, records, or confidential information that are the property of the Client.
22.2 Upon the expiry or termination of this agreement, the Client will return to the Provider any property that belongs to the Provider.
23 Waiver
23.1 The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
24 Enurement
24.1 This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
25 Authority to contract and true identity
25.1 If entering this agreement on behalf of a Client that is a partnership, private or public limited company, charity, or other organisation (including public authority), the individual doing so expressly warrants that they have the authority to do so. If it transpires that the person entering into the Agreement is not so authorised, then the Client’s obligations, including to pay for the Provider’s services, shall pass to that individual, and the Agreement shall ensure
25.2 The Client expressly warrants that information about their identity is materially correct. If it is discovered that such information is inaccurate, then the Client’s obligations, including to pay for the Provider’s services, shall nevertheless continue, and the Agreement shall ensure.
26 Governing law
26.1 The agreement and these terms and conditions are governed by the laws of England.
26.2 Any dispute, proceedings or claim between the Client and Provider shall fall within the jurisdiction of the English courts.
27 Force majeure
27.1 No party to this agreement shall be liable for any failure or delay in performing their obligations where such failure results from any cause that is beyond their reasonable control. 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 on question.
27.2 In the event that a party to this agreement cannot perform their obligations as a result of a force majeure for a continuous period of 4 weeks, the other party may at its discretion terminate the agreement by written notice at the end of the period. In the event of such a termination, the Client shall be liable to pay for the Provider's services until the point of the termination.