Privacy Policy – BTW (North) Limited
BTW (North) Limited understands that your privacy is important to you and that you care about how your personal data is used and shared online. We respect and value the privacy of everyone who visits this website, www.btwnorth.co.uk ("Our Site") and will only collect and use personal data in ways that are described here, and in a manner that is consistent with Our obligations and your rights under the law.
Please read this Privacy Policy carefully and ensure that you understand it. Your acceptance of Our Privacy Policy is deemed to occur upon your first use of Our Site. If you do not accept and agree with this Privacy Policy, you must stop using Our Site immediately.
1.Definitions and Interpretation
In this Policy the following terms shall have the following meanings:
"Account" means an account required to access and/or use certain areas and features of Our Site;
"Cookie" means a small text file placed on your computer or device by Our Site when you visit certain parts of Our Site and/or when you use certain features of Our Site. Details of the Cookies used by Our Site are set out in section 13, below;
"Cookie Law" Means the relevant parts of the Privacy and Electronic Communications (EC Directive) Regulations 2003;
"Personal Data" means any and all data that relates to an identifiable person who can be directly or indirectly identified from that data. In this case, it means personal data that you give to Us via Our Site. This definition shall, where applicable, incorporate the definitions provided in the EU Regulation 2016/679 – the General Data Protection Regulation ("GDPR"); and
"We/Us/Our" Means BTW (North) Limited, a limited company registered in England under company number 8993192, whose registered address is 5 Carrwood Park, Selby Road, Leeds, LS15 4LG.
2.Information About Us
2.1 Our Site is owned and operated by BTW (North) Limited, a limited company registered in England under company number 8993192, whose registered address is 5 Carrwood Park, Selby Road, Leeds, LS15 4LG.
2.2 Our VAT number is 186992539
2.3 Our responsible person for Data Protection matters is Jason Bytheway, and can be contacted by email at jb@btwnorth.co.uk, by telephone on 0844 3344 950, or by post at 26 York Place, Leeds, LS1 2EY.
2.4 We hold director membership of the Association of British Investigators.
3.What Does This Policy Cover?
This Privacy Policy applies only to your use of Our Site. Our Site may contain links to other websites. Please note that We have no control over how your data is collected, stored, or used by other websites and We advise you to check the privacy policies of any such websites before providing any data to them.
4.Your Rights
4.1 As a data subject, you have the following rights under the GDPR, which this Policy and Our use of personal data have been designed to uphold:
4.1.1 The right to be informed about Our collection and use of personal data;
4.1.2 The right of access to the personal data We hold about you (see section 12);
4.1.3 The right to rectification if any personal data We hold about you is inaccurate or incomplete (please contact Us using the details in section 14);
4.1.4 The right to be forgotten – i.e. the right to ask Us to delete any personal data We hold about you (We only hold your personal data for a limited time, as explained in section 6 but if you would like Us to delete it sooner, please contact Us using the details in section 14);
4.1.5 The right to restrict (i.e. prevent) the processing of your personal data;
4.1.6 The right to data portability (obtaining a copy of your personal data to re-use with another service or organisation);
4.1.7 The right to object to Us using your personal data for particular purposes; and
4.1.8 Rights with respect to automated decision making and profiling.
4.2 If you have any cause for complaint about Our use of your personal data, please contact Us using the details provided in section 14 and We will do Our best to solve the problem for you. If We are unable to help, you also have the right to lodge a complaint with the UK's supervisory authority, the Information Commissioner's Office.
4.3 For further information about your rights, please contact the Information Commissioner's Office or your local Citizens Advice Bureau.
5.What Data Do We Collect?
Depending upon your use of Our Site, We may collect some or all of the following personal and non-personal data (please also see section 13 on Our use of Cookies and similar technologies
5.1 name;
5.2 gender;
5.3 business/company name
5.4 job title;
5.5 profession;
5.6 contact information such as email addresses and telephone numbers;
5.7 demographic information such as post code, preferences, and interests;
5.8 IP address;
5.9 web browser type and version;
5.10 operating systems;
5.11 a list of URLs starting with a referring site, your activity on Our Site, and the site you exit to;
6.How Do We Use Your Data?
6.1 All personal data is processed and stored securely, for no longer than is necessary in light of the reason(s) for which it was first collected. We will comply with Our obligations and safeguard your rights under the GDPR at all times. For more details on security see section 7, below.
6.2 Our use of your personal data will always have a lawful basis, either because it is necessary for Our performance of a contract with you, because you have consented to Our use of your personal data (e.g. by subscribing to emails), or because it is in Our legitimate interests. Specifically, We may use your data for the following purposes:
6.2.1 Providing and managing your Account;
6.2.2 Providing and managing your access to Our Site;
6.2.3 Personalising and tailoring your experience on Our Site;
6.2.4 Supplying Our services to you (please note that We require your personal data in order to enter into a contract with you);
6.2.5 Personalising and tailoring Our services for you;
6.2.6 Replying to emails from you;
6.2.7 Supplying you with emails that you have opted into (you may unsubscribe or opt-out at any time)
6.2.8 Market research;
6.3 With your permission and/or where permitted by law, We may also use your data for marketing purposes which may include contacting you by email, telephone or post with information, news and offers on Our services. We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that We fully protect your rights and comply with Our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
6.4 You have the right to withdraw your consent to Us using your personal data at any time, and to request that We delete it.
6.5 We do not keep your personal data for any longer than is necessary in light of the reason(s) for which it was first collected. Data will therefore be retained for a maximum of 6 years.
7. How and Where Do We Store Your Data?
7.1 We only keep your personal data for as long as We need to in order to use it as described above in section 6, and/or for as long as We have your permission to keep it.
7.2 Your data will only be stored within the European Economic Area ("the EEA") (The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein).
7.3 Data security is very important to Us, and to protect your data We have taken suitable measures to safeguard and secure data collected through Our Site.
8.Do We Share Your Data?
8.1 Subject to section 8.2, We will not share any of your data with any third parties for any purposes.
8.2 In certain circumstances, We may be legally required to share certain data held by Us, which may include your personal data, for example, where We are involved in legal proceedings, where We are complying with legal obligations, a court order, or a governmental authority, or for the purposes of administering your account with us.
8.3 We may compile statistics about the use of Our Site including data on traffic, usage patterns, user numbers, sales, and other information. All such data will be anonymised and will not include any personally identifying data, or any anonymised data that can be combined with other data and used to identify you. We may from time to time share such data with third parties such as prospective investors, affiliates, partners, and advertisers. Data will only be shared and used within the bounds of the law.
9. What Happens If Our Business Changes Hands?
9.1 We may, from time to time, expand or reduce Our business and this may involve the sale and/or the transfer of control of all or part of Our business. Any personal data that you have provided will, where it is relevant to any part of Our business that is being transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this Privacy Policy, be permitted to use that data only for the same purposes for which it was originally collected by Us.
9.2 In the event that any of your data is to be transferred in such a manner, you will not be contacted in advance and informed of the changes.
10. How Can You Control Your Data?
10.1 In addition to your rights under the GDPR, set out in section 4, when you submit personal data via Our Site, you may be given options to restrict Our use of your data. In particular, We aim to give you strong controls on Our use of your data for direct marketing purposes (including the ability to opt-out of receiving emails from Us which you may do by unsubscribing using the links provided in Our emails and at the point of providing your details.
10.2 You may also wish to sign up to one or more of the preference services operating in the UK: The Telephone Preference Service ("the TPS"), the Corporate Telephone Preference Service ("the CTPS"), and the Mailing Preference Service ("the MPS"). These may help to prevent you receiving unsolicited marketing. Please note, however, that these services will not prevent you from receiving marketing communications that you have consented to receiving.
11. Your Right to Withhold Information
11.1 You may access certain areas of Our Site without providing any data at all.
11.2 You may restrict Our use of Cookies. For more information, see section 13.
12. How Can You Access Your Data?
You have the right to ask for a copy of any of your personal data held by Us (where such data is held). Under the GDPR, no fee is payable and We will provide any and all information in response to your request free of charge. Please contact Us for more details at info@btwnorth.co.uk, or using the contact details below in section 14.
13. Our Use of Cookies
13.1 Our Site may place and access certain first party Cookies on your computer or device. First party Cookies are those placed directly by Us and are used only by Us. We may use Cookies to facilitate and improve your experience of Our Site and to provide and improve Our services. We have carefully chosen these Cookies and have taken steps to ensure that your privacy and personal data is protected and respected at all times.
13.2 All Cookies used by and on Our Site are used in accordance with current Cookie Law.
13.3 Before Cookies are placed on your computer or device, you will be shown a prompt requesting your consent to set those Cookies. By giving your consent to the placing of Cookies you are enabling Us to provide the best possible experience and service to you. You may, if you wish, deny consent to the placing of Cookies; however certain features of Our Site may not function fully or as intended.
13.4 In addition to the controls that We provide, you can choose to enable or disable Cookies in your internet browser. Most internet browsers also enable you to choose whether you wish to disable all Cookies or only third party Cookies. By default, most internet browsers accept Cookies, however, this can be changed. For further details, please consult the help menu in your internet browser or the documentation that came with your device.
13.5 You can choose to delete Cookies on your computer or device at any time, however you may lose any information that enables you to access Our Site more quickly and efficiently including, but not limited to, login and personalisation settings.
13.6 It is recommended that you keep your internet browser and operating system up-to-date and that you consult the help and guidance provided by the developer of your internet browser and manufacturer of your computer or device if you are unsure about adjusting your privacy settings.
14. Contacting Us
If you have any questions about Our Site or this Privacy Policy, please contact Us by email at info@btwnorth.co.uk, by telephone on 08443344950, or by post at 26 York Place, Leeds, LS1 2EY. Please ensure that your query is clear, particularly if it is a request for information about the data We hold about you (as under section 12, above).
15. Changes to Our Privacy Policy
We may change this Privacy Policy from time to time (for example, if the law changes). Any changes will be immediately posted on Our Site and you will be deemed to have accepted the terms of the Privacy Policy on your first use of Our Site following the alterations. We recommend that you check this page regularly to keep up-to-date.
Terms Of Business
These Terms are for the Provision of Investigative and Litigation Support Services and general services.
THESE TERMS ARE EFFECTIVE FROM 15 May 2018
WHEREAS
(1) These terms of business set out the basis on which we shall conduct all matters undertaken for you and shall be read in accordance with any covering communication. Any differences arising in respect of individual matter shall be notified to you in writing.
(2) We confirm having carried out a Conflict of Interest assessment and none exists to prevent us from accepting your instructions set out in our Proposal.
IT IS AGREED as follows:
Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
"I", "we", "our", "us" | means the party instructed to carry out the Services; |
"Client", "you" | means the person who accepts a quotation or offer for the provision of Services to be provided by us; |
"Business Day" | means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the UK; |
"Commencement Date" | Means the date in which we formally accept your instructions in writing; |
"Confidential Information" | means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); |
"Services" | means the Services to be provided by us; |
"Term" | means the term of this Agreement; |
"GDPR" | means The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) |
Unless the context otherwise requires, each reference in this Agreement to:
- "writing", and any similar expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- "this Agreement" is a reference to these Terms as amended or supplemented at the relevant time;
- a Clause or paragraph is a reference to a Clause of this Agreement.
- a "Party" or the "Parties" refer to the parties to this Agreement.
The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender.
References to persons shall include corporations.
Communication
- We shall communicate with such of your officers, staff and other advisers as appears to us to be appropriate. If, however you have any specific security requirements relating to the communication of information to you or your company (as the case may be) then please advise us.
- Instructions given by the Client to us shall be in writing or, if given orally, shall be confirmed by the Client in writing not more than two business days after the order is given.
Liability
The Services we provide to you, which shall include any information or advice given to you, is based solely on the information you have given to us and does not constitute advice to any third party to whom you may communicate it.
Rights of Third Parties
- Our duties are owed only to the individual/company whose instructions we are acting upon and we disclaim any liability to any other persons regardless of whether the Client instructs us on behalf of another.
- The terms on which we are acting on the Clients matter (contained herein or otherwise) are intended to be enforceable solely by the contracting parties herein.
- We do not accept any liability for services or information provided by any third parties instructed by us on the Clients behalf in respect of the relevant Services unless there is prior agreement in writing by the third party.
Provision of Services
- With effect from the Commencement Date, we shall, throughout the course of the instructions, provide the Services to the Client as agreed within the Clients original instruction.
- We shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the litigation support, data processing and professional investigation sector in the Jurisdiction in which our Head Office is based.
- We shall act in accordance with all reasonable instructions given to us by the Client provided that such instructions are lawful.
- We shall be responsible for ensuring that the services comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to their provision.
- We may, in relation to certain specified matters relating to the Services, act on the Client's behalf. Such matters shall not be set out in this Agreement but shall be agreed between the Parties (any such agreement to be confirmed in writing) as they arise from time to time.
- We reserve the right to amend or supplement any terms herein contained generally or specific to any matter by providing notice in writing.
These Terms are for the Provision of Investigative and Litigation Support Services and general services.THESE TERMS ARE EFFECTIVE FROM 15 May 2018
WHEREAS:
(1) These terms of business set out the basis on which we shall conduct all matters undertaken for you and shall be read in accordance with any covering communication. Any differences arising in respect of individual matter shall be notified to you in writing.
(2) We confirm having carried out a Conflict of Interest assessment and none exists to prevent us from accepting your instructions set out in our Proposal.
IT IS AGREED as follows:
Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
"I", "we", "our", "us" | means the party instructed to carry out the Services; |
"Client", "you" | means the person who accepts a quotation or offer for the provision of Services to be provided by us; |
"Business Day" | means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the UK; |
"Commencement Date" | Means the date in which we formally accept your instructions in writing; |
"Confidential Information" | means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); |
"Services" | means the Services to be provided by us; |
"Term" | means the term of this Agreement; |
"GDPR" | means The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) |
Unless the context otherwise requires, each reference in this Agreement to:
- "writing", and any similar expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- "this Agreement" is a reference to these Terms as amended or supplemented at the relevant time;
- a Clause or paragraph is a reference to a Clause of this Agreement.
- a "Party" or the "Parties" refer to the parties to this Agreement.
The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender.
References to persons shall include corporations.
Communication
- We shall communicate with such of your officers, staff and other advisers as appears to us to be appropriate. If, however you have any specific security requirements relating to the communication of information to you or your company (as the case may be) then please advise us.
- Instructions given by the Client to us shall be in writing or, if given orally, shall be confirmed by the Client in writing not more than two business days after the order is given.
Liability
- The Services we provide to you, which shall include any information or advice given to you, is based solely on the information you have given to us and does not constitute advice to any third party to whom you may communicate it.
Rights of Third Parties
- Our duties are owed only to the individual/company whose instructions we are acting upon and we disclaim any liability to any other persons regardless of whether the Client instructs us on behalf of another.
- The terms on which we are acting on the Clients matter (contained herein or otherwise) are intended to be enforceable solely by the contracting parties herein.
- We do not accept any liability for services or information provided by any third parties instructed by us on the Clients behalf in respect of the relevant Services unless there is prior agreement in writing by the third party.
Provision of Services
- With effect from the Commencement Date, we shall, throughout the course of the instructions, provide the Services to the Client as agreed within the Clients original instruction.
- We shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the litigation support, data processing and professional investigation sector in the Jurisdiction in which our Head Office is based.
- We shall act in accordance with all reasonable instructions given to us by the Client provided that such instructions are lawful.
- We shall be responsible for ensuring that the services comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to their provision.
- We may, in relation to certain specified matters relating to the Services, act on the Client's behalf. Such matters shall not be set out in this Agreement but shall be agreed between the Parties (any such agreement to be confirmed in writing) as they arise from time to time.
- We reserve the right to amend or supplement any terms herein contained generally or specific to any matter by providing notice in writing.
Client's Obligations Pertaining to Services
- The Client shall use all reasonable endeavours to provide all pertinent information in their lawful instruction to us that is necessary for us to provide the Services.
- The Client may, from time to time, issue reasonable lawful instructions to us in relation to our provision of the Services, only insofar as they meet the specifications of the service offered by us.
- In the event that we require the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
- If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities, regulatory bodies or similar, it shall be the Client's responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof) unless otherwise specifically agreed.
- If the nature of the Services requires that we have access to the Client's premises or any other location, access to which is lawfully controlled by the Client, the Client shall ensure we have access to the same at the times to be agreed between us and the Client as required.
- Any delay in the provision of the Services resulting from the Client's failure or delay in complying with any of the provisions of this Clause 6 shall not be our responsibility or fault.
Fees, Payments and Records
- The cost of the Services shall be indicative of the type of work undertaken and it is normal procedure for us to provide an estimate or quotation where such requirements fall outside of our usual Pricing List. In the absence of any estimate or quotation, charges will be made according to our current pricing list and the client is deemed to be in acceptance of this. If there are any changes in the Clients instructions or in the circumstances of the matter at any time these shall be reflected, as the Client deems fit, in an amended estimate or quotation which shall be provided to the Client at the earliest opportunity, where required. In the event that we are unable to provide an estimate, we shall keep the Client informed of the work in progress on a periodic basis or upon the Clients request.
- Where it is necessary to instruct a third party on behalf of the Client, including but not limited to external investigations, we will do so as the Client's agent and the Client shall be responsible for payment of the third parties fees.
- We may ask for funds on account to cover for initial fees and disbursements and settlement of third parties' fees. Any request for any such monies shall not be an estimate or a cap on any fee and unless payment was made for a specified purpose, may be used to meet fees when invoiced to the Client.
- An Invoice, or receipted invoice, will be rendered at the conclusion of a matter. We reserve the right to render interim invoices during the course of the Services provided. Any particular billing requirements of the Client should be given to us prior to the Services commencing.
- Bills are payable in accordance with our Payment Terms which shall be outlined to you in accordance with Clause 7.1 and we reserve the right to charge interest at 8% above the underlying base rate and other charges in relation to late payment and/or debt recovery.
Confidentiality
Each Party undertakes that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and in perpetuity after its termination:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party unless agreed in advance or as required by law, or in response to an order of a Court of competent jurisdiction;
- not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
- not make any copies of, record in any way or part with possession of any Confidential Information; save for that required to complete the service, and
- ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 above.
- The provisions of this Clause 8 shall continue in force in accordance with its terms indefinitely, notwithstanding the termination of this Agreement for any reason.
Documentation/Personal Data
- We shall, during, and following completion of the Services, retain any documentation or information, that may be foreseen to be required in the future, but in any event for no longer than a period defined within any Act referring to a Limitation period for bringing a legal action in a competent court in the jurisdiction in which the Services were provided and shall dispose, destroy or delete any information which is deemed to be extraneous.
- During such retention period personal data processed by us on the Clients behalf will be kept securely and where transferred to the Client or a sub-processor or third party instructed by the client, it shall be in an encrypted format and compliant with the requirements under Article 32 of the General Data Protection Regulations (GDPR).
- We will, if so instructed, offer to the Client or data subject, without charge, assistance should a data subject formally serve upon the Client a Subject Access Request or other obligation under chapter III GDPR. Any Subject Access Request served on us directly will be referred to the Client immediately upon receipt.
- In the event of a data breach during the processing of personal data under the terms of this contract the Client shall be notified without undue delay, and we will provide assistance to the Client in order to comply with Article 28(f) of GDPR.
- We shall upon request submit audits and undertake to inspect and provide the Client with requisite information to ensure compliance with its Article 28 obligations. We will inform the Client immediately if there is a danger of something infringing the GDPR or other data protection law of the United Kingdom, EU or a member state.
- Should we at any time appoint a Data Protection Officer, they shall be named on our website.
- For the avoidance of doubt instructions are accepted on the basis that our services are conducted under the direction of the Client and as such we shall be deemed to be the Data Processor and the Client, and/or the principal shall be deemed the Data Controller, unless we determine the manner and the purpose of the processing, in which case, we shall be Data Controller or Joint Data Controller. The handling of personal data will be in accordance with the Clients instructions and direction.
- All instructions are carried out with due consideration given to the provisions and requirements of the Bribery Act 2010 and accordingly no part of the instructions will be conducted in breach thereof.
- We shall meet the responsibilities to ensure all staff, internal, external or contracted and its supply chain workers are not victims of modern slavery or human trafficking. The safeguards against modern slavery or human trafficking are carried out with due diligence procedures.
Limitation of Liability
- This Clause 10 sets out the entire financial liability of the Parties (including that for the acts or omissions of their employees, agents or subcontractors) to each other for any breach of this Agreement; any use made by the Client of Services; and any representation, statement or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.
- Neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving, loss or corruption of any data or information, or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with this Agreement.
- Without prejudice to Clause 10, our total liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the value of the services in respect of any and all other acts or omissions.
Force Majeure
- No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. 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 in question.
- In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 4 weeks, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for any and all Goods delivered and/or any and all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
Term and Termination
- This Agreement shall remain in force from the commencement date of this Agreement and shall continue to the termination of this Agreement.
- We will treat as confidential all information concerning the Clients business affairs received as a result of instructions received and not disclose the information to any third party save to those persons whom we deem necessary and solely for the purpose of the carrying out the Clients instructions unless such information (a) is or becomes generally available to the public or (b) is required to be disclosed in any jurisdiction by a law.
- We, in the provision of the services, may be required to outsource all or part of the services to a sub-contractor/sub-processor. It is unequivocally agreed that this is solely within our discretion and that you acknowledge that you specifically agree to us doing so. We will undertake due diligence to ensure any sub-contractor/sub-processor meet our requirements as specialists. In the event that we do so, details of the sub-contractor/sub-processor will be available to you upon request on a case by case basis. If you do not give permission for us to instruct sub-contractors/sub-processors at our sole discretion, you must notify us in writing in the initial instruction or as soon as reasonably practical thereafter and in any event before we commence the services, and we will then seek your further permissions if necessary. It is acknowledged that all sub-contractors/sub-processors will be bound by all of the conditions contained within this agreement.
- For the purpose of law enforcement and/or fraud awareness/prevention or enforcement it is agreed that non-personal data acquired by us may be shared at our discretion. Personal data however will remain confidential.
- We reserve the right to conduct due diligence prior to the commencement of the Services of the client and their instructions. This may require proof of the Clients identity and or compliance with the Money Laundering Regulations in the jurisdiction in which the Services are to be provided.
- We reserve the right to terminate the provision of our services to the Client by providing written notice delivered to the Clients address or by email. The Client may also terminate their instructions to us on any matter at any time by providing us with written notification. Notwithstanding any termination by either party, the Client agrees to pay any outstanding fees and costs incurred up to the date of termination or the fixed fee agreed.
- In accordance with clause 12.3 above, in the unlikely event that we cease trading, or you are unable to contact us, any sub-contractor/sub-processor instructed by us, will, by default, become joint data controller with you. In this event, and if you are unaware of whom the sub-contractor/sub-processor is, you should contact the Secretariat at the Association of British Investigators who will assist in locating the information for you. Once you are in contact with that sub-contractor/sub-processor, the sub-contractor/sub-processor shall cease to be joint data controller, and shall, in accordance with clause 12.3 which binds them to these terms, revert to the position of processor/sub-processor.
Effects of Termination
Upon the termination of this Agreement for any reason:
- any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
- all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
- termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
- subject as provided in this Clause 13 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
- each Party shall (except to the extent referred to in Clause 8) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information upon request of the other Party.
No Waiver
No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Further Assurance
- Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.
- From time to time we may wish to issue publicity about our Services which may include details of previous cases or case scenarios. We shall make no specific references to the Clients matter which may reveal or otherwise lead to be revealed any information which shall be subject to Clause 8 herein.
- We reserve the right to act on behalf of other individuals/companies who operate in the same locality as the Client or any related subject area subject to our obligations of confidentiality and Conflict of Interest as contained herein.
- In the event that the Client is not satisfied with the Service provided, a written complaint should be made to us in the first instance. All complaints will be handled in an efficient manner and all attempts will be made to solve them quickly. In the event that the Client remains dissatisfied, and where a Member of the Association conducted the Services, the Client should then refer to the disciplinary procedures available against individual members through the Association of British Investigators, (www.TheABI.org.uk), which in the first instance will advise on whether any of its code or ethics or byelaws have been breached.
Severance
In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
Law and Jurisdiction
These terms of business are governed by and shall be construed in accordance with the laws of the jurisdiction applicable to our head office (principal place of business) and you agree to submit to the exclusive jurisdiction of the Courts therein.
Agreement to these Terms
The Client shall agree to be bound by these Terms, by instructing or continuing to instruct us and upon condition that we accept or indicate or imply acceptance by commencing the Service.
- The Client shall use all reasonable endeavours to provide all pertinent information in their lawful instruction to us that is necessary for us to provide the Services.
- The Client may, from time to time, issue reasonable lawful instructions to us in relation to our provision of the Services, only insofar as they meet the specifications of the service offered by us.
- In the event that we require the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
- If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities, regulatory bodies or similar, it shall be the Client's responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof) unless otherwise specifically agreed.
- If the nature of the Services requires that we have access to the Client's premises or any other location, access to which is lawfully controlled by the Client, the Client shall ensure we have access to the same at the times to be agreed between us and the Client as required.
- Any delay in the provision of the Services resulting from the Client's failure or delay in complying with any of the provisions of this Clause 6 shall not be our responsibility or faul
Fees, Payments and Records
- The cost of the Services shall be indicative of the type of work undertaken and it is normal procedure for us to provide an estimate or quotation where such requirements fall outside of our usual Pricing List. In the absence of any estimate or quotation, charges will be made according to our current pricing list and the client is deemed to be in acceptance of this. If there are any changes in the Clients instructions or in the circumstances of the matter at any time these shall be reflected, as the Client deems fit, in an amended estimate or quotation which shall be provided to the Client at the earliest opportunity, where required. In the event that we are unable to provide an estimate, we shall keep the Client informed of the work in progress on a periodic basis or upon the Clients request.
- Where it is necessary to instruct a third party on behalf of the Client, including but not limited to external investigations, we will do so as the Client's agent and the Client shall be responsible for payment of the third parties fees.
- We may ask for funds on account to cover for initial fees and disbursements and settlement of third parties' fees. Any request for any such monies shall not be an estimate or a cap on any fee and unless payment was made for a specified purpose, may be used to meet fees when invoiced to the Client.
- An Invoice, or receipted invoice, will be rendered at the conclusion of a matter. We reserve the right to render interim invoices during the course of the Services provided. Any particular billing requirements of the Client should be given to us prior to the Services commencing.
- Bills are payable in accordance with our Payment Terms which shall be outlined to you in accordance with Clause 7.1 and we reserve the right to charge interest at 8% above the underlying base rate and other charges in relation to late payment and/or debt recovery.
Confidentiality
Each Party undertakes that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and in perpetuity after its termination:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party unless agreed in advance or as required by law, or in response to an order of a Court of competent jurisdiction;
- not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
- not make any copies of, record in any way or part with possession of any Confidential Information; save for that required to complete the service, and
- ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 above.
The provisions of this Clause 8 shall continue in force in accordance with its terms indefinitely, notwithstanding the termination of this Agreement for any reason.
Documentation/Personal Data
- We shall, during, and following completion of the Services, retain any documentation or information, that may be foreseen to be required in the future, but in any event for no longer than a period defined within any Act referring to a Limitation period for bringing a legal action in a competent court in the jurisdiction in which the Services were provided and shall dispose, destroy or delete any information which is deemed to be extraneous.
- During such retention period personal data processed by us on the Clients behalf will be kept securely and where transferred to the Client or a sub-processor or third party instructed by the client, it shall be in an encrypted format and compliant with the requirements under Article 32 of the General Data Protection Regulations (GDPR).
- We will, if so instructed, offer to the Client or data subject, without charge, assistance should a data subject formally serve upon the Client a Subject Access Request or other obligation under chapter III GDPR. Any Subject Access Request served on us directly will be referred to the Client immediately upon receipt.
- In the event of a data breach during the processing of personal data under the terms of this contract the Client shall be notified without undue delay, and we will provide assistance to the Client in order to comply with Article 28(f) of GDPR.
- We shall upon request submit audits and undertake to inspect and provide the Client with requisite information to ensure compliance with its Article 28 obligations. We will inform the Client immediately if there is a danger of something infringing the GDPR or other data protection law of the United Kingdom, EU or a member state.
- Should we at any time appoint a Data Protection Officer, they shall be named on our website.
- For the avoidance of doubt instructions are accepted on the basis that our services are conducted under the direction of the Client and as such we shall be deemed to be the Data Processor and the Client, and/or the principal shall be deemed the Data Controller, unless we determine the manner and the purpose of the processing, in which case, we shall be Data Controller or Joint Data Controller. The handling of personal data will be in accordance with the Clients instructions and direction.
- All instructions are carried out with due consideration given to the provisions and requirements of the Bribery Act 2010 and accordingly no part of the instructions will be conducted in breach thereof.
- We shall meet the responsibilities to ensure all staff, internal, external or contracted and its supply chain workers are not victims of modern slavery or human trafficking. The safeguards against modern slavery or human trafficking are carried out with due diligence procedures.
Limitation of Liability
- This Clause 10 sets out the entire financial liability of the Parties (including that for the acts or omissions of their employees, agents or subcontractors) to each other for any breach of this Agreement; any use made by the Client of Services; and any representation, statement or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.
- Neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving, loss or corruption of any data or information, or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with this Agreement.
- Without prejudice to Clause 10, our total liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the value of the services in respect of any and all other acts or omissions.
Force Majeure
- No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. 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 in question.
- In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 4 weeks, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for any and all Goods delivered and/or any and all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
Term and Termination
- This Agreement shall remain in force from the commencement date of this Agreement and shall continue to the termination of this Agreement.
- We will treat as confidential all information concerning the Clients business affairs received as a result of instructions received and not disclose the information to any third party save to those persons whom we deem necessary and solely for the purpose of the carrying out the Clients instructions unless such information (a) is or becomes generally available to the public or (b) is required to be disclosed in any jurisdiction by a law.
- We, in the provision of the services, may be required to outsource all or part of the services to a sub-contractor/sub-processor. It is unequivocally agreed that this is solely within our discretion and that you acknowledge that you specifically agree to us doing so. We will undertake due diligence to ensure any sub-contractor/sub-processor meet our requirements as specialists. In the event that we do so, details of the sub-contractor/sub-processor will be available to you upon request on a case by case basis. If you do not give permission for us to instruct sub-contractors/sub-processors at our sole discretion, you must notify us in writing in the initial instruction or as soon as reasonably practical thereafter and in any event before we commence the services, and we will then seek your further permissions if necessary. It is acknowledged that all sub-contractors/sub-processors will be bound by all of the conditions contained within this agreement.
- For the purpose of law enforcement and/or fraud awareness/prevention or enforcement it is agreed that non-personal data acquired by us may be shared at our discretion. Personal data however will remain confidential.
- We reserve the right to conduct due diligence prior to the commencement of the Services of the client and their instructions. This may require proof of the Clients identity and or compliance with the Money Laundering Regulations in the jurisdiction in which the Services are to be provided.
- We reserve the right to terminate the provision of our services to the Client by providing written notice delivered to the Clients address or by email. The Client may also terminate their instructions to us on any matter at any time by providing us with written notification. Notwithstanding any termination by either party, the Client agrees to pay any outstanding fees and costs incurred up to the date of termination or the fixed fee agreed.
- In accordance with clause 12.3 above, in the unlikely event that we cease trading, or you are unable to contact us, any sub-contractor/sub-processor instructed by us, will, by default, become joint data controller with you. In this event, and if you are unaware of whom the sub-contractor/sub-processor is, you should contact the Secretariat at the Association of British Investigators who will assist in locating the information for you. Once you are in contact with that sub-contractor/sub-processor, the sub-contractor/sub-processor shall cease to be joint data controller, and shall, in accordance with clause 12.3 which binds them to these terms, revert to the position of processor/sub-processor.
Effects of Termination
Upon the termination of this Agreement for any reason:
- any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
- all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
- termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
- subject as provided in this Clause 13 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
- each Party shall (except to the extent referred to in Clause 8) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information upon request of the other Party.
No Waiver
No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Further Assurance
- Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.
- From time to time we may wish to issue publicity about our Services which may include details of previous cases or case scenarios. We shall make no specific references to the Clients matter which may reveal or otherwise lead to be revealed any information which shall be subject to Clause 8 herein.
- We reserve the right to act on behalf of other individuals/companies who operate in the same locality as the Client or any related subject area subject to our obligations of confidentiality and Conflict of Interest as contained herein.
- In the event that the Client is not satisfied with the Service provided, a written complaint should be made to us in the first instance. All complaints will be handled in an efficient manner and all attempts will be made to solve them quickly. In the event that the Client remains dissatisfied, and where a Member of the Association conducted the Services, the Client should then refer to the disciplinary procedures available against individual members through the Association of British Investigators, (www.TheABI.org.uk), which in the first instance will advise on whether any of its code or ethics or byelaws have been breached.
Severance
In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
Law and Jurisdiction
These terms of business are governed by and shall be construed in accordance with the laws of the jurisdiction applicable to our head office (principal place of business) and you agree to submit to the exclusive jurisdiction of the Courts therein.
Agreement to these Terms
The Client shall agree to be bound by these Terms, by instructing or continuing to instruct us and upon condition that we accept or indicate or imply acceptance by commencing the Service.
Terms Of Use
Welcome to our website.
If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern BTW (North) Limited relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.
The term 'BTW (North) Limited' or 'us' or 'we' refers to the owner of the website whose registered office is 5 Carrwood Park, Selby Road, Leeds, LS15 4LG. Our company registration number is 899 3192, Registered in England. The term 'you' refers to the user or viewer of our website.
The use of this website is subject to the following terms of use:
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
This website uses cookies to monitor browsing preferences.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
© 2019 BTW North Limited. Designed by Bronco