Secantor Business Services Limited
Standard Terms and Conditions of Business
We value our reputation for high professional standards. Accordingly we believe it is important to establish a clear understanding of the basis upon which we provide our services. These Standard Terms and Conditions of Business together with any accompanying letter aim to do that.
Secantor Business Services Limited (“Secantor”) is a limited company incorporated in England (No: 10616933) and whose registered office is at Hained-in-Wood, Busgrove Lane, Stoke Row, Henley-on-Thames, Oxfordshire, RG9 5QB.
1. The Services
1.1 Secantor will provide the services described in the Engagement Letter (“the Services”) through a named self-employed associates(s).
1.2 You confirm that these Services do not require Secantor to make investment decisions or provide investment, tax or legal advice.
1.3 Secantor may at any time make any changes to the Services which are necessary to comply with any applicable statutory requirements, or which are reasonably necessary in Secantor’s professional opinion, or which do not materially affect the nature or quality of the Services.
2. Changes
2.1 No variation to these terms shall be of any effect unless recorded in a written document, signed by a director, or officer of Secantor. Any terms and conditions issued by you, for example in an order, shall be deemed to be used for your convenience only and will not have any legal effect unless a director or officer of Secantor agrees otherwise in writing.
2.2 Secantor will review with you periodically the scope of the work undertaken and the fees charged for such work.
3. Payment terms
3.1 You agree to pay Secantor the sums specified in the Engagement Letter, or other similar document issued by us, together with VAT and any out of pocket expenses incurred by Secantor in providing those Services.
3.2 Invoices will be raised monthly in arrears of the Services being provided and payment is due within 5 working days.
3.3 On short term assignments of less than one month, such work will be invoiced on completion and will then be due for payment within 5 working days.
3.4 Reasonable estimates may be used in invoicing amounts due and any corrections will be made on the following month’s invoice or a final invoice.
3.5 If payments are not made on the due date, Secantor may suspend the provision of Services and you must also pay interest on the overdue payment at 4% over the base rate of Lloyds Bank plc.
4. Confidentiality and Data Protection
4.1 Our Privacy Notice, which is available to view on our website (www.secantorbusiness.co.uk), sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our services, you consent to such processing and you warrant that all data provided by you is accurate.
4.2 Secantor will treat any and all Confidential Information received from you as confidential.
4.3 Secantor will process your personal data for purposes necessary for the performance of our contract with you, or your employer, or our clients and to comply with our legal obligations.
4.4 Secantor shall not without your prior written consent and except where it is necessary to enable Secantor to perform the Services, divulge any part of the Confidential Information to any person except:
4.4.1 Secantor’s own employees and sub-contractors and then only to those who need to know the same;
4.4.2 Secantor’s auditors, your auditors, professional advisors, HM Inspector of Taxes, HM Revenue and Customs and any other persons, bodies or government agencies having a right, duty or obligation to know either of our businesses and then only in pursuance of such right, duty or obligation.
4.5 We each agree to observe our respective obligations under the General Data Protection Regulations (GDPR) and the Data Protection Act 2018 at all times.
4.6 You acknowledge that Secantor will be unable to provide the Services without processing Personal Data of which we are the Data Controller (such terms have the meanings ascribed to them in the GDPR and the Data Protection Act 2018). You confirm that processing such data in accordance with the terms of the Engagement Letter will not place Secantor or its associates in breach of the GDPR or the Data Protection Act 2018.
4.7 You will indemnify Secantor from and against any loss and/or liability Secantor suffers as a result of your breach of clause 4.6.
4.8 This clause shall remain in full force and effect notwithstanding completion or termination of the Services.
5. Ownership of documents and rights
5.1 Subject to the rights of any third parties, the intellectual property rights in any Output Material shall belong to Secantor. Subject to you having paid in full all sums due for the Services Secantor shall be deemed to have granted to you a non-exclusive licence to use the Output Material for the purposes of utilising the Services.
5.2 Subject to the rights of any third parties, any intellectual property rights in the Input Material shall belong to you. You confirm that Secantor’s use of such material does not infringe the intellectual property rights of any third party and that you are entitled to disclose the material to Secantor.
6. Electronic communications
6.1 During an engagement either of us may wish to use electronic means to communicate with the other. Neither of us can guarantee that electronic transmission of information or correspondence will be secure or virus free or that no errors will occur. We confirm that we each accept these risks and agree that each party may communicate with the other electronically.
6.2 Neither you, nor Secantor or its associates, will have any liability to the other for any error, loss, damage or omission arising from electronic communication.
7. Health and Safety
7.1 Secantor will instruct its associates that, whilst they are on your premises, they must comply with your site rules and other reasonable instructions.
7.2 You will inform Secantor’s associates working with you of all health and safety rules and regulations and any other reasonable security requirements.
7.3 You must ensure that those premises are a safe working environment for Secantor’s associates.
8. Liability
8.1 Secantor’s maximum liability in respect of all breaches of this Contract or negligence by an associate shall not exceed the sums paid to Secantor for the Services provided in the preceding 12 months (except for death or personal injury caused by the negligence of Secantor in respect of which the liability shall be unlimited).
8.2 Secantor shall not be liable for any indirect, consequential or economic loss incurred or suffered by you or by any third party.
8.3 Secantor shall not be liable by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure is beyond Secantor’s reasonable control.
9. Termination
9.1 In the case of Services being provided on an on-going basis, either of us may terminate this Agreement at any time by giving reasonable notice to the other party.
9.2 Where either of us terminates this contract, you will pay Secantor the fees and expenses due in providing the Services up to the termination date.
9.3 Where you terminate the contract before its completion, other than for material breach, you will pay any additional costs that Secantor may reasonably incur in connection with early termination.
9.4 The provisions of this contract which expressly or by implication are intended to survive termination or expiry will survive and continue to bind both of us.
9.5 Secantor may give you written notice to terminate or suspend the provision of the Services if you have not paid monies that are due to us.
9.6 If you become the subject of any procedure relating to the affairs of insolvent persons, firms or companies, Secantor may in its absolute discretion either terminate the Services or continue to perform the Services, subject to your providing reasonable security for performance, as requested by Secantor.
9.7 Our relationship is based on mutual trust and confidence. In the event of that discontinuing, it would be undesirable for us to continue to work together. Accordingly we believe that it is right that you should be entitled to terminate our services in such circumstances and similarly we are entitled to terminate our services.
10. Recruitment of Secantor associates
10.1 During the period of this Contract or for 12 months after its completion or termination you may not employ, or in any way (including through a third party) engage for the provision of services any person that is or was an associate of Secantor involved in the performance of these Services. Secantor may at its absolute discretion waive this clause in return for an extra fee equivalent to 25% of the client fees paid in respect of the associate in the ensuing 12 months.
11. Resolving disputes
11.1 Secantor undertakes to use all reasonable efforts to ensure that the Services are carried out with all due skill and care and by suitable personnel, substantially in accordance with any specification agreed with you. If you believe that Secantor has failed to do so you should draw the matter to our attention. If the matter has not been resolved within 14 days each party shall if so required by the other put the matter in the hands of a senior member of their management team not involved in the day to day performance of the Services and those persons shall use all reasonable efforts to resolve the matter.
11.2 The laws of England shall govern this Contract and the parties agree to submit to the exclusive jurisdiction of the English courts.
12. Other matters
12.1 The Services are provided for your benefit only and may not be relied upon by anyone other than you. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement
12.2 Neither of us may transfer nor assign our rights under this Contract without the prior written consent of the other, except where substantially the whole business of the transferring party is legally transferred to another entity.
12.3 This Contract forms the entire agreement between us in relation to the Services. You confirm that in agreeing to enter into this Contract you are not relying on any statement or representation made by or on behalf of Secantor. Secantor also confirms that in entering into this agreement it has not relied on any statement or representation made by you.
12.4 If any term in this contract is held to be invalid, in whole or in part, that term or part will be deemed not to form part of the Contract. The enforceability of the remainder of the Contract will not be affected.
12.5 All third party rights are excluded and no third party may enforce the contract between ourselves unless we expressly agree in writing. You agree to indemnify us in respect of any claims brought by third parties that may arise in respect of the services provided.
12.6 Secantor will check the details of your owners and directors at credit reference agencies and other publicly available information for the purpose of verifying identity in accordance with UK anti-money laundering legislation. The credit reference agencies will make a record that an identification search has been made for each individual director/owner.
13. Definitions
13.1 “you” means the original addressee of the Engagement Letter, together with any other parties that will benefit from the Services which have been agreed in writing between us.
13.2 “us” mean Secantor and the original addressee and any other addressee.
13.3 “Confidential Information” means any information or documents which Secantor receive or produce and which are marked confidential or are manifestly confidential.
13.4 “Contract” means the agreement between us as set out in the Engagement Letter and these Terms of Business and any subsequent changes agreed between us in accordance with these Terms.
13.5 “Engagement Letter” means the letter sent to you with these Terms of Business, setting out the details of the Services and the fees payable.
13.6 The “Services” are those services described in the Engagement Letter and any subsequent changes to such services that may be agreed.
13.7 “Output Material” means other any materials (including software) that are produced and/or supplied by Secantor to or for you, or to or for a third party on your behalf in connection with the Services.
13.8 “Input Material” means other any materials (including software) that are produced and/or supplied by you to Secantor or its associates or to a third party on Secantor’s behalf in connection with the Services.
Updated May 2018