1. General

1.1. “The Company”, “We” and “Us” refers to Baker Ing International Ltd whose registered address is Office 7, 35-37 Ludgate Hill, London EC4M 7JN, UK

1.2. “The Client”, “You” and “Your” means the client of Baker Ing International Ltd whose name and details are set out in the agreement.

1.3. “The Services” means the provision by the Company to the Client of Credit control, debt recovery, legal and tracing services and other such services including management reports, professional advice and all areas encompassed in the collection and management of credit ledgers.

1.4. “The Data” means any data of whatever nature supplied by the Client or any of the Client’s customers including but without limitation any debtor details and the specifics of any of the Client’s customer’s debt.

2. Our Agreement

2.1. These terms and conditions, together with the contract form and Service Level Agreement set out the entire agreement between You and Us to the exclusion of any terms and conditions stipulated by You in any other agreement and it supersedes all prior agreements between the parties regarding the Services but without prejudice to any rights which have already accrued to either party.

2.2. Promotional Terms and Conditions may vary these terms and conditions. No other variation or waiver shall be binding on Us unless agreed in writing by a director on our behalf.

2.3. Where Promotional Terms and Conditions are present and contradict these terms and conditions, the Promotional Terms and Conditions shall prevail.

2.4. Employees or agents of the Company are not authorised to make any representations concerning the Services unless confirmed by the Company in writing. The Client acknowledges that it does not rely upon and waives any claims for breach of any representations that are not so confirmed.

3. Our Services

3.1. The Company shall be responsible for uploading Data to the system providing that it is provided in the agreed format only.

3.2. You hereby authorise us in our absolute discretion to take action in relation to debts referred by you, your subsidiaries and associates and to appoint collection agents on your behalf to assist in the collection of referred debts. You will not approach any collection agent appointed by us except with our prior written consent. We and our agents are hereby authorised to receive payments in respect of the referred debts and to issue receipts in relation thereto.

3.3. You accept that provision of the service by the Company is dependent on and driven by receipt of the Client’s data and the client’s resolution of queries and as such the pace of service provision is led by the Client.

3.4. Unless otherwise agreed and instructed by you, we will normally consult with you before the commencement of legal proceedings.

3.5. We reserve the right to decline to undertake action to collect any referred debtor or to discontinue any collection of any referred debt at any time by giving notice to you.

4. Your Liabilities

4.1. You warrant that all debts referred to the Company for recovery services are true, accurate, valid and complete and that the Company is not liable for any loss or damage that may be suffered as a consequence of the service provided and/or other.

4.2. You shall immediately notify us of any monies, offers or correspondence received by you or your agents or bankers directly from the debtor.

4.3. You agree that you will not at any time waive or modify the terms of the contract with the debtor which gave rise to the referred debt and/or sell, assign or transfer any referred debt without our prior written consent.

5. Fees and charges

5.1. All sums payable under these terms and conditions are exclusive of VAT and other duties or taxes, which shall be payable at the rate prevailing from time to time.

5.2. You shall pay and be responsible for all court fees, fixed costs in relation to solicitors’ and/or other collection agents’ charges on the issue and/or prosecution of legal proceedings and all fees, costs commission, disbursements and expenses of any collection agent appointed by us up to the time of termination of the service agreement.

5.3. Payment of all amounts shall be paid within 7 days of the date of invoice and shall be paid by you in full without deduction or set off. Statutory interest and charges shall be payable on all overdue invoices.

5.4. We reserve the right to deduct our charges, fees and disbursements from any collection paid directly to Us or to our agents.

5.5. The client grants a lien on all referred debts including those placed with agents if any monies are overdue for payment to Us.

5.6. A collection shall be deemed to have been made and we are entitled to charge

commission on referred debts where:

5.6.1. Payment is received within 6 months of expiry or termination of this agreement or after discontinuance of collection work on that referred debt;

5.6.2. Where you accept goods or services in lieu of cash payment; or where other arrangement is made with the debtor;

5.6.3. Where a referred debt has been paid prior to placement with us, or is for any reason not due and payable;

5.6.4. Where you agree to contra any amounts owed by you to the debtor with the referred debt.

5.7. Where We have paid client account funds to you which are subsequently reversed for any reason such as but not limited to credit card chargeback or non-clearance of cheque, these funds will be immediately repayable to Us.

 

6. Ending the Agreement

6.1. We may terminate the service agreement at any time by giving not less than 30 days prior written notice to You.

6.2. Upon a material breach of these Terms and Conditions the non-breaching party may choose to terminate the service agreement with immediate effect upon written notice to the other party. If the non-breaching party chooses to terminate, and the breach is remediable, then the non- breaching party may at its sole discretion provide the other party with thirty (30) Business Days

within which to cure such breach prior to termination. If the breach is non-remediable then the non-breaching party may terminate immediately with immediate effect.

6.3. Where You wish to withdraw a referred debt or debts, 75% of commission at the applicable rate will be payable on the balance of all accounts. The parties agree that this is a true and accurate estimation of the loss suffered by the Company in the event of such termination.

7. Our Liability

7.1. While the Company makes reasonable endeavours to carry out its obligations, the Company shall not be liable in contract or tort or under any head of legal liability for any damages costs claims expenses or interest arising out of the performance or alleged non-performance of Services to be undertaken in accordance with the Fee Agreement or these terms and conditions and in particular (without limiting the foregoing) shall not save where otherwise required by law or Order of the Court accept liability for:

7.1.1. consequential loss or damage of any kind including loss of turnover, sales, revenue or profits.

7.1.2. any claim for an amount in excess of the annual contract value for the 12 months immediately prior to the event that gave rise to the claim.

7.2. Insofar as is permitted by law where the Services are defective for any reason, including negligence, the Company’s liability (if any) shall be limited to rectifying such defect. Where the Company performs its obligations to rectify defective work under this condition the Client shall not be entitled to any further claim in respect of Services undertaken.

8. Use of Services – General

8.1. The Client shall not at any time during the use of the Company’s Services and for a period of one year thereafter for any reason whatever; or

8.2. solicit, induce or endeavour to solicit or induce any person who is at the time when the Company’s services are provided to the Client an employee on any capacity whatever of the Company to cease working for or provide services to the Company, whether any such person would thereby commit a breach of contract; or

8.3. employ or otherwise engage anyone who is at the time when the Company’s services are provided to the Client an employee in any capacity whatever of the Company.

9. Intellectual Property Rights

The Client acknowledges that the Services and all software, formulae, corporate images, advertising, promotional or other literature, designs, artwork or written materials supplied or created by the Company together with the Copyright and all other intellectual property rights in relation to any of the foregoing items, including, without limitation the Copyright in any translation or adoption of any of them, the right to apply for trademark or other protection in respect of them and the goodwill of the Company are and shall be or remain the exclusive property of the Company and the Client shall not be entitled to use any of the items stated above and shall not do or permit to be done, any act or thing which may prejudice any of the foregoing items, or bring into question the Company’s Copyright/ownership of the Services.

10. Data Protection and Confidentiality

The Company will always comply with the provisions of Applicable Data Protection Law. We will not transfer, disclose or use any Personal Data to any third party for the purposes of marketing. Our processing of the Data will be limited to that required to perform the Services. We will use a reasonable standard of care in protecting Your confidential information, which will not be less than the standard of care We use to protect our own confidential information.

11. Insolvency

Without prejudice to other remedies, if You become insolvent (that is if it is unable to pay Your debts or have a winding up petition issued against You or has a receiver, administrator or administrative receiver appointed to You) We shall have the right not to proceed further with any Services.

12. No Agency or Partnership

Nothing in these Conditions shall constitute or be deemed to constitute a partnership or any agency agreement between either of the Parties hereto and, save as expressly set out herein, neither of them shall have any authority to bind the other in any way.

13. Force Majeure

The Company shall not be liable in respect of any shortage or failure to supply Services where such shortage of or failure is beyond the control of the Company due to an act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, strike, lockouts or other industrial actions, or any other reason beyond the control of the Company and the Company in such circumstances will not be liable in respect of any consequential loss to the Client.

14. Governing Law

Any dispute, controversy, proceedings and claims of whatever nature arising out of or in any way relating to these terms and conditions or their formation shall be governed by and construed in accordance with the Laws of England. The Parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of England to hear and determine suit, action or proceedings or settle any disputes arising out of or in connection with these terms and conditions and to enforce any judgment against their respective assets.

Baker Ing International Ltd. End User Terms and Conditions

1. Agreement
2. Baker Ing International Ltd (“Baker Ing“) a company incorporated in England and Wales under registered number 09787114 at the registered address Office 7, 35-37 Ludgate Hill, London EC4M 7JN, UK. The Global Outlook Service (“Service“) purchased by the Customer will consist of products detailed in the Order Confirmation and will include the following:
3. Baker Ing Company Reports (which provides information on and assessment of the creditworthiness of third parties via the internet) and/or
4. Provision of marketing and prospecting data via the internet and/or
5. This Agreement consists of the Online Order and the Terms and Conditions and constitutes the entire agreement between the Customer and Baker Ing in relation to the Service.
6. By or using the Service, the Customer accepts the content of this Agreement.
7. Agreement Period
8. This Agreement shall be in force from the date inserted on the Order Confirmation and continue for a period of 12 months unless otherwise stated in the Order Confirmation.
9. The Customer may be contacted during this Agreement period regarding new developments and products.
10. From time-to-time Baker Ing may make alterations to the Service. Baker Ing will take reasonable steps to inform the Customer of these changes with as much advance warning as possible.
11. This Agreement entitles the Customer to access and retain the Service for the purposes detailed in this Agreement and for the duration of the Agreement only. At the end of this period, the ownership of the Service and ensuing rights shall revert to Baker Ing.
12. Charges and Payment
13. In consideration of Baker Ing providing the Service, the Customer agrees to pay the sum specified in the Online Order on the times and dates specified therein.
14. If you fail to pay the amount specified in the Online Order on the times and dates agreed the full amount will become due with immediate effect.
15. In the event that the Service is suspended in accordance with clause7, then Baker Ing shall be under no obligation to:
16. Re-instate the Service and/or:
17. Recompense the Customer in respect of any period of suspension from the time of payment default to receipt of payment.
18. If the Customer fails to pay Baker Ing any sum due pursuant to the Agreement, the Customer shall be liable to pay interest to Baker Ing on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Plc, accruing on a daily basis until payment is made, whether before or after any judgment.
19. Baker Ing reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
20. The Customer agrees to fully indemnify Baker Ing against all third-party costs incurred in the pursuit of payment.
21. Baker Ing’s Proprietary Rights
22. Except as expressly provided herein access to the Service does not grant the Customer any database rights or rights in the copyright, trademarks, or any other intellectual property rights of Baker Ing or any third party.
23. The Service is protected by copyright and other intellectual property rights. The Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any element of the Service without Baker Ing’s written permission. Baker Ing may take steps to assist identification of its Service.
24. Customer Obligations and Conduct
25. The Customer shall:
26. provide Baker Ing with any information or assistance which the parties have agreed the Customer shall provide in order for Baker Ing to perform its obligations under this Agreement, and shall use all reasonable endeavours to ensure that any such information provided to Baker Ing is complete, accurate and in the agreed format
27. not to do anything to harm Baker Ing’s reputation
28. abide by all laws & regulations applicable to its use of the Service and the data contained therein, including full compliance with all aspects of Data Protection Legislation
29. not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means. You will not attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services. You will not access all or any part of the Services in order to build a product or service which competes with the Services, nor will you use the Services to provide services to third parties. Use of any automated system or software to extract data from the Site, the Application, or the Services (“screen scraping”) is expressly prohibited.
30. The Service made available to the Customer is a non-transferable license and is provided solely for the Customer’s own internal use within the United Kingdom and the Republic of Ireland. The Customer may not sell, transfer sublicense, distribute, commercially exploit, or otherwise make available to, or use for the benefit of, any of the Service. The Customer may not include the Service in any product or service which the Customer sells.
31. During this Agreement the Customer agrees not to attempt to gain unauthorised access to the Service or modify the same.
32. The Customer shall only take such copies of the Service as are reasonably required for the use of the Service in accordance with this Agreement.
33. The Customer agrees to be responsible for maintaining the confidentiality of its password and account details.
34. the use of the Service provided under the terms of this agreement is limited to one designated user. The use of the Service by more than one individual, either simultaneously or otherwise will require the provision of additional licenses.
35. The term ‘unlimited’ is defined as unlimited use by a human being performing manual queries or downloads. We reserve the right to determine an ‘appropriate use’ on a case-by-case basis. Our decision is final if we believe misuse of the system is taking place.
36. Warranties and Limitation of Liability
37. The Baker Ing Service is not intended to be used as the sole basis for any decision making and is based upon data which is provided by third parties, the accuracy of which it would not be possible for Baker Ing to guarantee. Whilst Baker Ing aims always to maintain a quality, fully operative service, the Service and third-party services are nonetheless provided on an “as is”, as available basis without warranties of any kind, whether express or implied.
38. Specifically, Baker Ing gives the Customer no warranty or assurance about the contents of the Service. Whilst Baker Ing does endeavour to maintain the accuracy and the quality of the Service, information contained may be incorrect or out of date. Therefore, any use of the Service is at the Customer’s own risk.
39. Subject to clause 6.5 Baker Ing disclaims all liability in contract, negligence, for breach of statutory duty, or under any indemnity or otherwise in connection with the Service and third-party service and shall not be liable for any indirect, or consequential loss. Baker Ing shall not be liable for the following types of financial loss; loss of profits, loss of earnings, loss of business or goodwill in addition to the following types of anticipated or incidental losses; loss of anticipated savings, increase in bad debt and failure to reduce bad debt.
40. Where any matter gives rise to a valid claim against Baker Ing its liability shall be limited to a sum equal to the sum paid for the Service supplied under this Agreement in the year the claim arises.
41. Nothing in this clause 6 or any other provision of this Agreement shall seek to exclude or limit liability for infringement, death, or personal injury or for breach of its obligation under s12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982 or fraudulent misrepresentation.
42. Each party to this Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits, and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement.
43. Termination
44. If Baker Ing believes the Customer has breached any provision of this Agreement or in the event of the Customer’s insolvency or bankruptcy Baker Ing may, with immediate effect and without notice, suspend access to the Service or terminate this Agreement.
45. Upon termination, the Customer must use best efforts to delete all and any part of the Service held by the Customer in any format and the Customer may not make any further use of the Service.
46. Upon termination clauses 3, 4, 5, 6, 7, 8, and 11 shall continue with full force and effect.
47. Indemnity
48. The Customer agrees to indemnify, defend, and hold Baker Ing, its parents, subsidiaries, affiliates, officers, and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by Baker Ing or its parents, subsidiaries, affiliates, officers or employees in connection with the Customer’s use of the Service in breach of this Agreement.
49. Assignment
50. Baker Ing may assign both the benefit and burden of this Agreement.
51. Force Majeure
52. Baker Ing will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Baker Ing, including without limitation Internet outages, communications outages, fire, flood war or act of God.
53. Confidentiality
54. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party except as permitted by clause 11.2.
55. Each party may disclose the other party’s confidential information:
56. To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other
57. And as may be required by law, court order or any governmental or regulatory authority.
58. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
59. Miscellaneous
60. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.
61. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement
62. The terms of this Agreement and the provision of the Service and the relationship between the Customer and Baker Ing shall be governed by the laws of England and Wales. The Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.
63. The failure of Baker Ing to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. The Service is subject to availability.
64. Should any third-party data become unavailable to Baker Ing, Baker Ing shall be entitled to, upon giving one month’s prior notice to the Customer, obtain a similar service from another third party supplier.