Terms and Conditions for the provision of Debt Collection & Associated Services.
The attention of the Client is particularly drawn to the provisions of clause 9.
1. INTERPRETATION
1.1 Definitions. In these Conditions and the Contract Summary, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the commission charges and other amounts payable by the Client calculated in accordance with the Contract Summary and clause 6.
Client: the person, firm or company purchasing the Services from Turner Clifford.
Code of Conduct: Turner Clifford’s internal code of conduct for the provision of Debt collection and associated services, as may be revised from time to time.
Conditions: these terms and conditions as amended or supplemented from time to time in accordance with clause 13.8.
Contract: the contract between Turner Clifford and the Client for the supply of Services, comprising the Contract Summary and these Conditions.
Contract Summary: the Contract Summary issued by Turner Clifford setting out details of the Services to be supplied to the Client. The Contract Summary may be delivered in different formats depending on the circumstances, such as an email or other written/electronic form.
Debtor: refers to any of the Client’s Debtors in relation to which Debt collection Services are to be provided by Turner Clifford (and Debtor Account and Debt shall have a corresponding meaning).
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Minimum Commission Charge: means £100 plus VAT (or such other amount as may be specified in the Contract Summary).
Services: the Debt collection, credit control and/or associated services to be supplied by Turner Clifford to the Client under the Contract, as set out in the Contract Summary and as described in more detail in the Services Description (if any).
Services Description: the description or specification of relevant Services provided in writing by Turner Clifford to the Client from time to time (whether in the Contract Summary or otherwise).
Turner Clifford: Turner Clifford Limited (registered in England and Wales with company number 13913455).
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 Any order issued by the Client for Services (whether written or verbal) constitutes an offer by the Client to purchase Services in accordance with these Conditions. The Client acknowledges that the terms and conditions will be provided for their review, either via email, physical document, URL, electronic document or through a link to a digital document. Upon receipt of these terms and conditions, the affirmative action by the Client to instruct Turner Clifford to commence work, through any recognised form of communication, will constitute the Client's acceptance of these terms. Such acceptance and the act of providing instruction will form a legally binding contract between the Client and Turner Clifford, incorporating these Conditions in full. It is explicitly understood that the individual providing such instruction on behalf of the Client asserts they possess the necessary authority within their organisation to enter this contract and bind the Client to these terms and conditions. The Authorising Party understands and agrees that Turner Clifford shall not undertake any obligations or responsibilities to verify or confirm the accuracy or validity of the Authorising Party’s assertion of authority. Such disputes shall be considered internal matters of the Company without involving Turner Clifford and will not affect the validity of the contract made. The Client is advised to review the terms carefully before instructing Turner Clifford to proceed with the provision of services. This clause is intended to ensure both parties enter into this agreement with a clear understanding of the commitment being made.
2.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Turner Clifford which is not set out in the Contract. The Contract Summary and these Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 The description of the Services is as set out in the Contract Summary and any Services Description(s) passed to the Client specifically in connection with the Contract. Any general descriptive matter or advertising issued by Turner Clifford, and any descriptions or illustrations contained in the catalogues or brochures of Turner Clifford, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 Any quotation given by Turner Clifford shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. PROCEDURES FOR DEBT RECOVERY
3.1 Upon any new Debtor Account being referred to Turner Clifford for the provision of Debt collection Services (subject to Turner Clifford confirming it accepts such Debtor Account):
(a) the Client must immediately cease all debt collection activity with regards to that Debtor Account (both by itself or through any third party agents) and ensure that Turner Clifford are the only debt collection agency collecting Debts from that Debtor;
(b) the Client must notify Turner Clifford of all relevant disputes and/or circumstances (if any) which may have resulted in the relevant Debts not being paid;
(c) the Client must promptly supply Turner Clifford with an original copy of the Client’s invoice(s) and/or proof of order(s) and any other relevant information required by Turner Clifford to assist with the Debt collection Services;
(d) the Client must promptly provide Turner Clifford with all up-to-date contact information which the Client holds for the Debtor; and
(e) all monies subsequently paid by the Debtor (whether to Turner Clifford or to the Client) are deemed to have been collected by Turner Clifford and will be subject to Charges under the Contract.
3.2 If the Client intends to withdraw any Debtor Account from Turner Clifford under the Contract, the Client shall give not less than 30 days’ prior notice in writing to Turner Clifford. Upon expiry of such 30 day period:
(a) the Debtor Account shall be transferred back to the Client immediately if no payment plan has already been agreed between Turner Clifford and the Debtor concerned; and/or
(b) if any payment has been agreed between Turner Clifford and the Debtor and the payment date (or any of them if more than one) falls after expiry of the 30 day period, Turner Clifford shall be entitled to retain the Debtor Account until the final payment agreed has been collected. Upon receipt of this final payment the Debtor Account will be transferred back to the Client.
3.3 During the provision of Debt collection Services, Turner Clifford agrees that it shall:
(a) approach all Debtors promptly and courteously, by letter, electronic correspondence and telephone only;
(b) (if requested by the Client) provide confidential advice to the Client as to a Debtor’s history of defaults, judgements and relevant financial information, if available;
(c) pursue each Debt diligently until collection, court action or until the Debt is written off;
(d) account to the Client for Debt amounts recovered (after deduction of relevant Charges) in accordance with clause 6, and notify the Client in any case where Debt recovery or other Services have not been successful;
(e) (if requested by the Client) provide additional administrative and other ancillary Services (including preparing letters before action, court forms and initiating legal proceedings to recover relevant Debts, or undertaking dispute resolution) of the kind referred to in the Contract Summary, in which event the Client will be responsible for all associated Charges for such Services in accordance with clause 6.2(h); and
(f) provide to the Client regular reports of Debts collected from Debtors and maintain accurate records of all relevant transactions in relation to the Services.
3.4 In the event that a Debtor no longer lives at the residential address(es) provided by the Client, and Turner Clifford cannot identify a new address, the need may arise to undertake tracing Services, and the Client will be responsible for all costs of such tracing Services (in the amount specified in the Contract Summary). Turner Clifford will always obtain the Client’s authority before undertaking such tracing Services.
3.5 Turner Clifford will not be held responsible for any Debts which are collected by third party agents or held by banks or any other financial institutions that are not remitted to Turner Clifford for any reason.
3.6 Wherever applicable under the underlying contract between the Client and a Debtor, Turner Clifford may at its discretion add late payment and interest charges to each Debt owing (under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended)).
4. SERVICES DESCRIPTIONS & STANDARDS
4.1 Turner Clifford shall supply the Services to the Client in accordance with the relevant Services Description in all material respects, and using reasonable care and skill.
4.2 In relation to the provision of Services, Turner Clifford agrees that it shall conform to Turner Clifford’s own Code of Conduct and relevant codes of conduct issued by the Credit Services Association, Financial Conduct Authority (FCA) or subsequent regulatory body.
4.3 Turner Clifford shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Turner Clifford shall notify the Client in any such event.
5. OBLIGATIONS OF THE CLIENT
5.1 The Client agrees that it shall:
(a) ensure that the terms of the Contract Summary and any Services Description are complete and accurate and accepted prior to signing the Contract Summary;
(b) co-operate with Turner Clifford in all matters relating to the Services;
(c) provide Turner Clifford, its employees, agents, consultants and subcontractors, with such information and assistance as Turner Clifford may reasonably require in order to correctly identify, locate and contact Debtors, (including all names, addresses and telephone numbers) and otherwise to supply the Services, and to and ensure that such information is accurate in all material respects;
(d) pay Turner Clifford for all Services rendered to the Client at the rates and in the amounts set out in the Contract Summary and in accordance with clause 6 below;
(e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
(f) perform its obligations set out in clause 3 relating to Debtor Accounts being referred to Turner Clifford for collection;
(g) (without prejudice to the generality of clause 5.1(f)) promptly notify Turner Clifford of all communications with (or received from) Debtors following referral of Debtor Accounts to Turner Clifford for collection. If the Debtor contacts the Client to discuss any relevant Debt, the Client must advise the Debtor to contact Turner Clifford regarding all negotiations and notify Turner Clifford accordingly, and the Client must avoid any contact with the Debtor in relation to the recovery of the Debt; and
(h) advise Turner Clifford immediately upon receipt of any Debt payments remitted by the Debtor to it directly, and to indemnify Turner Clifford in respect of any errors made by the Client in this respect. (Turner Clifford may contact Debtors to discuss or verify any such Debt payments which may have been made to the Client directly).
5.2 If the performance of Turner Clifford of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) Turner Clifford shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the performance of Turner Clifford of any of its obligations;
(b) Turner Clifford shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of Turner Clifford to perform any of its obligations as set out in this clause 5.2; and
(c) the Client shall reimburse Turner Clifford on written demand for any costs or losses sustained or incurred by Turner Clifford arising directly or indirectly from the Client Default.
5.3 Without prejudice to clause 5.2, the Client shall indemnify Turner Clifford against any and all costs, claims, liabilities and expenses (including the legal costs and associated disbursements) which arise or are incurred by Turner Clifford as a result of any incomplete or inaccurate information provided by the Client (or its employees or agents) to Turner Clifford.
6. CHARGES AND PAYMENT
6.1 The Client shall pay Turner Clifford the Charges and all other amounts set out in the Contract Summary at the relevant rates and in the amounts specified (subject to any variation in such rates and amounts under clause 6.9 from time to time) for all Services provided.
Charges for Debt Collection and associated Services
6.2 In relation to the Charges for Debt collection and associated Services (excluding credit control) under the Contract:
(a) the standard Charges for recovery of a Debt shall comprise a commission calculated as the relevant percentage of each Debt recovered (at the relevant rate specified in the Contract Summary by reference to the time by which the Debt is overdue). Such Charges shall become due in full on collection of the relevant Debt, or in appropriate cases upon collection of the first instalment thereof (save and except in the circumstances listed in sub-clauses 6.2(d) - 6.2(g) inclusive below when the Charges shall become due immediately based upon the amount of the original amount of the Debt);
(b) a Minimum Commission Charge applies on each Debt collected, which shall apply in place of the Charges calculated at the commission rate (in accordance with sub-clause 6.2(a)) if the Charges so calculated for any Debt are less than the Minimum Commission Charge;
(c) when calculating its Charges based on the commission rates (in the Contract Schedule) as specified in sub-clause 6.2(a), Turner Clifford shall determine the time by which the Debt is overdue upon the original date for payment of the Client’s invoice (not the date upon which the Debt was registered with Turner Clifford);
(d) the Charges shall be payable in accordance with the Contract irrespective of the method of payment by a Debtor of the Debt amounts owed, and whether any Debtor payment is made to Turner Clifford or directly to the Client (including where Debt are recovered via deductions from a Debtor’s salary, or by set-off from other amounts due);
(e) Charges shall be payable by the Client on a Debt even if the Client writes off the Debt in circumstances where Turner Clifford has previously arranged payment of the Debt with the Debtor (even if Turner Clifford has not actually collected the Debt at that time);
(f) Charges shall be payable by the Client even if a Debt has been settled by the Debtor by way of returned or seized goods. (It will be assumed in such circumstances that those goods returned or seized have a value of 100% of their contract value unless agreed otherwise, and Charges will be levied accordingly);
(g) Charges will be payable by the Client in full in the event that a Debt is withdrawn or cancelled by the Client prior to Turner Clifford exhausting all collection activities; and
(h) the Client shall be responsible for payment of all solicitors’ fees, court costs, tracing fees, collection notices, letters before action and any other amounts and disbursements which may be incurred in the course of the Debt collection process, including (where applicable) those listed in the Contract Summary, in addition to the commission Charges payable on Debts collected as envisaged in sub-clause 6.2(a), in the amounts specified in the Contract Summary (or if no rates are specified, at Turner Clifford’s standard rates from time to time).
(i) Charges shall be payable at the agreed commission rate in the event that payment(s) is/are identified to have been made prior to a specific Debt being transferred to Turner Clifford. The Client agrees that the collection work undertaken by Turner Clifford has contributed towards its identification. In such circumstances any commission charged will be based upon the value of the payment(s) received by the client in respect to the specific Debt owed.
(j) Charges shall be payable where you accept goods and/or services in lieu of cash, agree to issue a credit note, a contra or write off in respect of any referred debt. You shall be deemed for the purposes of the service agreement to have received payment from the debtor of an amount equal to either the amount credited to the debtor's account in respect of those goods and/or services or (as the case may be) the amount of the credit note, contra or write off.
(k) Charges at the agreed rate shall be payable in the event of a recovery made through any action or act introduced by Turner Clifford on behalf of the Client, including but not limited to the involvement of solicitors, third-party collection agents, or other recovery methods. The Client acknowledges that Turner Clifford’s actions have contributed significantly to the recovery process and agrees that charges for such recoveries shall be payable at the rates specified in the Contract Summary or, where not specified, at Turner Clifford’s standard rates.
(l) Charges at the agreed rate shall be payable in the event the Client chooses to reinstate a debtor's subscription or service under a new or renewed agreement, thereby allowing the debtor to resume direct payments to the Client under a structured payment plan, the full debt shall be considered resolved for the purpose of commission calculation. In such cases, Turner Clifford's commission will be calculated based on the total original contractual value of the subscription or service, as if the full debt amount had been collected. This commission becomes due and payable at the time of the debtor's subscription or service reinstatement, irrespective of the actual instalment payments received by the Client thereafter. This clause ensures that Turner Clifford is compensated for its role in the recovery process up to the point of agreement for reinstatement, even if the collection is subsequently managed directly by the Client.
Charges for Credit Control Services
6.3 In relation to the Charges payable by the Client for credit control Services provided by Turner Clifford, these shall be charged in the amounts or at the rates specified for credit control Services in the Contract Summary (whether calculated at an hourly rate, an amount per account/contract, as appropriate). Such credit control Charges shall be payable on a monthly basis in arrears in respect of credit control Services provided during that month.
General payment provisions
6.4 Turner Clifford’s usual practice is to deduct its Charges from any amounts held by Turner Clifford on the Client’s behalf (including Debts monies collected by Turner Clifford) by way of set-off, and the Client expressly consents to this method of payment. All Debt monies collected (after deduction of Charges and other amounts due) will be remitted to the Client within 30 days of receipt, subject to such funds being cleared in Turner Clifford’s bank account at that time.
6.5 In relation to payment of any Charges or amounts owing to Turner Clifford under the Contract which cannot be deducted from amounts already held by Turner Clifford as envisaged in clause 6.4 (including in the circumstances described in sub-clause 6.2(d) to sub-clause 6.2(g) inclusive above and for credit control services referred to in sub-clause 6.3), the Client shall pay each invoice submitted by Turner Clifford:
(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Turner Clifford, and
(c) time for payment shall be of the essence of the Contract.
The Client shall pay all amounts due in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Turner Clifford in order to justify withholding payment of any such amount in whole or in part.
6.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Turner Clifford to the Client, the Client shall, on receipt of a valid VAT invoice from Turner Clifford, pay to Turner Clifford such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.7 The Client shall reimburse Turner Clifford in full for any Debts collected which Turner Clifford remits to the Client but which are subsequently recalled by the Debtor’s bank, credit card company or financial representatives.
6.8 Any bank charges which arise out of the transfer of funds (either to Turner Clifford from the Debtor, or on transfer of funds to the Client) and any shortfall that arises out of currency fluctuations will be borne by the Client.
6.9 Turner Clifford reserves the right to increase its Charges (including commission rates and other charges specified in the Contract Summary) at any time, provided that such rates and charges cannot be increased more than once in any 12 month period. Turner Clifford will give the Client written notice of any such increase 3 months' before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify Turner Clifford in writing within 4 weeks of the date of the notice provided by Turner Clifford and Turner Clifford shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks' written notice to the Client.
6.10 Without limiting any other right or remedy of Turner Clifford, if the Client fails to make any payment due to Turner Clifford under the Contract by the due date for payment (Due Date), Turner Clifford shall have the right to charge late payment and interest charges under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended)).
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Turner Clifford.
7.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the use by the Client of any such Intellectual Property Rights is conditional on Turner Clifford obtaining a written licence from the relevant licensor on such terms as will entitle Turner Clifford to license such rights to the Client.
8. CONFIDENTIALITY
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the business of Disclosing Party or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the obligations of the Receiving Party under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude the liability of Turner Clifford for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1:
(a) Turner Clifford shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(i) loss of profit, business, business opportunities, revenue, turnover, reputation or goodwill or any indirect or consequential loss arising under or in connection with the Contract;
(ii) loss of anticipated savings or wasted expenditure (including management time); and
(b) the total liability of Turner Clifford to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the total Charges paid or payable by the Client to Turner Clifford under the Contract during the 12-month period immediately before the date on which the cause of action first arose or, if the cause of action arose during any period before 12 months had elapsed from the start of the Contract, during that shorter period.
9.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.4 Turner Clifford shall use all reasonable endeavours to ensure that all Debts due by Debtors are collected in full, but Turner Clifford gives no guarantee of recovery and will not be liable to the Client for any failure to recover Debts from Debtors in part or at all.
9.5 The Client acknowledges that Turner Clifford shall not be responsible for any negligent acts or omissions of third parties (including the courts, solicitors, collection partners or tracing agents).
9.6 Turner Clifford shall use all reasonable endeavours to meet any performance dates agreed in writing (if any) for performance of the Services, but unless agreed in writing any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
9.7 This clause 9 shall survive termination of the Contract.
10. TERMINATION
10.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its Debts or is unable to pay its Debts as they fall due or admits inability to pay its Debts or (being a company) is deemed unable to pay its Debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its Debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its Debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(b) to clause 10.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.2 Without limiting its other rights or remedies, Turner Clifford may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
10.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 12 months' written notice.
10.4 Without limiting its other rights or remedies, Turner Clifford shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Turner Clifford if the Client becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(l), or Turner Clifford reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
11. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Client shall immediately pay to Turner Clifford all of the outstanding unpaid invoices and interest of Turner Clifford and, in respect of Services supplied but for which no invoice has been submitted, Turner Clifford shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. DATA PROTECTION
12.1 If Turner Clifford processes any personal data on the Client's behalf when performing its obligations under the Contract, the parties record their intention that the Client shall be the data controller and Turner Clifford shall be a data processor and in any such case:
(a) the Client shall ensure that it is entitled to transfer the relevant personal data to Turner Clifford so that Turner Clifford may lawfully use, process and transfer the personal data in accordance with the Contract on the Client's behalf;
(b) the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) Turner Clifford shall process the personal data only in accordance with the terms of the Contract and any lawful instructions reasonably given by the Client from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
13. GENERAL
13.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Turner Clifford including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Turner Clifford or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) Turner Clifford shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents Turner Clifford from providing any of the Services for more than 12 weeks, Turner Clifford shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
13.2 Assignment and subcontracting:
(a) Turner Clifford may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Client shall not, without the prior written consent of Turner Clifford, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(c) The Client agrees to indemnify & hold harmless Turner Clifford for any action taken by a subcontractor, third party or agent.
(d) The Client agrees that Turner Clifford may use its judgement based on the best interests of The Client and/or the recovery of any debts placed when assigning, transferring, charging, subcontracting, or dealing in any other manner with any third party or agent. This may include but is not limited to volume, age, circumstance, dispute, value, or location.
(e) If Turner Clifford assign, transfer, charge, subcontract or deal in any other manner with any third party or agent, The Client agrees that Turner Clifford may increase the commission rate per debt location by up to a further 10% to accommodate any extra fees or charges. If it is necessary to increase the commission rate beyond this amount, Turner Clifford shall seek written or verbal confirmation from The Client.
13.3 Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b) Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause 13.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
13.4 Waiver:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.5 Severance:
(a) If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.7 Permission to Use Client Information for Marketing Purposes: Turner Clifford shall have the right to use the Client’s company name, logo, testimonials, and general details of the services provided to the Client as part of Turner Clifford’s marketing and promotional efforts. This may include but is not limited to showcasing such details on Turner Clifford’s website, in brochures, case studies, social media, and other marketing materials. The Client hereby grants Turner Clifford a non-exclusive, royalty-free license to use these elements for the purposes described. Turner Clifford commits to ensuring that no sensitive or confidential information pertaining to the Client, or its operations will be disclosed without prior written consent from the Client. All use of the Client's information will be conducted in a manner that respects the Client's brand integrity and in accordance with applicable laws and regulations regarding data protection and privacy. The Client may request that Turner Clifford discontinues the use of such information at any time by providing written notice. Upon receipt of such notice, Turner Clifford will cease the use of the specified information in new marketing materials as soon as reasonably practicable and will remove such information from existing digital materials within sixty (60) days.
13.8 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.9 Variation: Except as set out in these Conditions, any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Turner Clifford. From time to time, Turner Clifford may give the Client notice of reasonable additional requirements or conditions relating to particular Services, or a Contract generally, in addition to those set out in these Conditions. The Client agrees that it will comply with any such reasonable additional requirements or conditions or changes to these Conditions as notified to it from time to time.
13.10 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.