1.1 The following definitions and rules of interpretation apply in this agreement:
- CC Regulations: the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
- Charges: the sums payable for the Work as set out in the Order Form or as otherwise agreed.
- CP (DS) Regulations: the Consumer Protection (Distance Selling) Regulations 2000.
- Customer Materials: all source materials, documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with, or forming the basis of, the Services.
- Data Controller: has the meaning given to it as at the relevant time as defined in Data Protection Law.
- Data Processor: has the meaning given to it as at the relevant time as defined in Data Protection Law.
- Data Protection Law: means, until 26 May 2018, the Data Protection Act 1998; and thereafter it means the General Data Protection Regulations and associated law.
- Data Subject: an individual who is the subject of Personal Data.
Deliverables: any output of the Services to be provided by the Supplier to the Customer as specified in an Order Form and any other documents, products and materials produced and provided by the Supplier to the Customer in relation to the Services.
- Order Form: the Supplier’s form of estimate to undertake proposed specified Services under these Terms that is then agreed between the Supplier and the Customer.
- Personal Data: has the meaning given to it in Data Protection Law in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under this agreement.
- Processing and process: have the meaning given to it in Data Protection Law.
- Services: the services indicated on the Website as are described on the Order Form and which are agreed by the parties to be provided by the Supplier to the Customer subject to these Terms and this agreement.
this agreement: the contract between the Supplier and the Customer being the agreed description of the Services in, and the provisions of, the Order Form and these Terms.
- Website: the website at www.apostilleseal.co.uk
- Order Form: Pdf or Online order form.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; and unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
1.3 This agreement shall be binding on the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.4 A reference to writing or written includes email.
1.5 These Terms govern the Customer’s taking and use of the Services. If the Customer is viewing this on the Website, to proceed to request an Order Form based on the information the Customer provides pertaining to your required Services, the Customer is required to click the “I agree” button at the Website registration page so that the Customer agrees that these Terms will apply to and be incorporated into the Order Form and shall be part of any agreement you enter into with the Supplier.
1.6 If the Customer does not agree to any of these Terms then they should not proceed and they shall not receive the Services.
2. COMMENCEMENT AND DURATION
2.1 The Supplier shall prepare an Order Form based on the Customer’s initial stated requirements with its estimate to perform the Services described therein.
2.2 If the Customer agrees the Order Form they shall communicate their acceptance to the Supplier and send to the Supplier a signed copy of the Order Form (or if the agreement is created through email then Clause 1.5 shall apply).
2.3 Both parties shall sign the draft Order Form when it is agreed. Alternatively, if the Order Form has been sent by the Supplier by email, the agreement shall be binding on the Customer when they click the “I agree” button to the Order Form.
2.4 Any change requested to the Supplier’s Order Form by the Customer shall be deemed a counter-offer and no agreement shall arise until the parties have agreed (and communicated their agreement) to all the provisions of an Order Form.
2.5 The Supplier shall provide the Services within a reasonable time of agreement of the Order Form.
2.6 Unless otherwise agreed, the Charges to be paid by the Customer shall be as set out in the agreed Order Form.
2.7 Once an Order Form has been agreed and signed in accordance with clause 2.2, 2.3 or 2.4, no amendment shall be made to it unless agreed in writing.
3. SUPPLIER’S RESPONSIBILITIES
3.1 The Supplier shall use reasonable endeavours to manage and complete the Services in all material respects and deliver the Deliverables to the Customer in accordance with the provisions of the Order Form.
3.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in an Order Form but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.
3.3 The Schedule to this agreement contains agreed applicable conditions and procedures which apply to the Supplier’s provision of the Services.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
- co-operate with the Supplier in all matters relating to the services;
- provide to the Supplier in a timely manner all information and Customer Materials in any form (whether owned by the Customer or a third party) required by the Supplier for the Supplier to provide the Services or otherwise reasonably required by the Supplier in connection with the Services and shall ensure that they are accurate and complete; and
- comply with any additional responsibilities of the Customer as set out in the relevant Order Form (if any).
4.2 If any part of the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer or its agents or employees then, without prejudice to any other right or remedy it may have, the Supplier shall not be liable in relation thereto and shall have an extension of time to perform its obligations.
4.3 The Customer shall not apply for or submit as the subject of (or information relating to) the Services any information or data that is obscene, sexist, morally offensive or illegal.
5. CHARGES AND PAYMENT
5.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges in advance of the Services being provided as described in Clause 5.3
; and the Supplier shall not be obliged to undertake or commence any Services provision until full payment of the Charges has been received in cleared funds.
5.2 The Charges exclude the costs to the Supplier of any materials or services procured by the Supplier from third parties which are required for the provision of the Services by the Supplier, such costs being payable by the Customer within 3 days to the Supplier following submission by Supplier of an appropriate invoice for such costs.
5.3 Payments shall be made by the Customer to the Supplier’s bank account shown in the invoice.
5.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:
5.5 All sums payable to the Supplier under this agreement:
- the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%; and
- the Supplier shall suspend performance of part or all of the Services or withhold Deliverables without liability to the Customer until payment has been made in full.
- Are inclusive of all admin, government fee; and
- shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. DATA PROTECTION AND DATA PROCESSING
6.1 The Customer and the Supplier acknowledge that for the purposes of Data Protection Law, the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data in any Customer Materials.
6.2 The Supplier shall process the Personal Data only in accordance with the Customer’s instructions for the Supplier to perform the Services and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer.
6.3 Each party warrants to the other that it will process the Personal Data in compliance with all applicable Data Protection Law.
6.4 The Customer acknowledges that, in addition to the Order Form, the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier to the extent that such action or omission resulted from the Customer’s instructions; and the Customer shall indemnify the Supplier from and against all claims, expenses, losses and demands made against or sustained by the Supplier arising in relation thereto.
6.5 The Supplier may authorise a third party to process the Personal Data provided that the third party’s contract:
- is on terms which are substantially the same as those set out in this agreement; and
- terminates automatically on termination of this agreement for any reason.
6.6 The Supplier shall destroy all Personal Data it receives from the Customer (other than the Customer’s contact details which the Customer expressly agrees the Supplier shall hold for the purposes of the Supplier marketing its services to the Customer for a period of three years after the date of payment of the Charges in this agreement.
6.7 The Supplier will not transfer any of the Personal Data provided by the Customer outside the European Economic Area.
7.1 Each party undertakes that it shall not at any time during this agreement, and for a period of one year after termination of this agreement, disclose to any person any confidential information concerning the affairs of the other party.
7.2 Each party may disclose the other party’s confidential information:
- to its employees, officers or agents who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers or agents to whom it discloses the other party’s confidential information comply with this Clause 7; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
8. LIMITATION OF LIABILITY
8.1 Nothing in this agreement shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or for any other liability which cannot be limited or excluded by applicable law.
8.2 The Customer expressly agrees that the Supplier, its officers and agents are not qualified to give any technical, legal or foreign practice advice and any opinions they may give are gratuitous, not legally binding, are not representations or warranties and should not be relied upon by the Customer. The Customer agrees that it shall rely only on its own enquiries of professional service providers pertinent to the field concerned.
8.3 The Customer acknowledges (as described in Clause 3.2)
that time is not of the essence in relation to delivery of the Services or Deliverables by the Supplier as delivery is largely subject to the Customer Materials and the acts and omissions of outside agencies (such as the Foreign and Commonwealth Office, foreign Embassies and Consulates and postal and delivery organisations). Accordingly, the Customer agrees that the Supplier shall not be liable to the Customer in relation to any costs, claims, expenses, demands or proceedings incurred or sustained by the Customer howsoever arising from the delay in delivery (or non-delivery) of any Deliverables or performance of the Services.
8.4 The Customer also acknowledges that the Supplier is not instructed or required as part of the Services to check or analyse or review in any manner any Customer Materials or Deliverables. The Customer shall be liable for ensuring the accuracy and correctness of and Customer Materials and the impact of any errors, inconsistencies or inaccuracies within the same upon the quality of the Deliverables or performance of the Services.
8.5 The Supplier shall not be responsible for conducting, and shall not conduct, any identification checking or witnessing of any signature or document execution procedures. The Customer shall be solely responsible for procuring the correct execution of any document and the appropriateness of any notary / signatory.
8.6 Subject to Clause 8.1, the
Supplier shall not be liable to the Customer, whether in contract or negligence, arising under or in connection with this agreement for any:
- loss of Customer’s profits or other pure financial loss;
- damage to the Customer’s Materials and data; or
- of the Customer’s indirect loss generally.
8.7 Subject to Clause 8.6 and acknowledging the nature of the Services, the Supplier’s total liability to the Customer for any performance or non-performance of any Services under this agreement, whether in contract or negligence arising under or in connection with this agreement, is agreed by the Customer to be limited to £1,000.
8.8 The terms implied by sections 3, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
9.1 In accordance with section 13 of the CP (DS) Regulations, this agreement is not cancellable by the Customer once the performance of the Services has begun with the Customer’s agreement due to the nature and timing required by the Customer for the Services provision as described in the Order Form; and that this Clause 9.1 complies with section 8(3) of the CP (DS) Regulations.
9.2 The Customer’s rights to cancel in accordance with the CC Regulations shall not apply for the reason of the Customer expressly requesting that the Supplier provides the early supply of the Services under CC Regulation 36(4) (subject to Clause 3.2) as set out in the Order Form (which requires the Services to commence being provided shortly after the execution of this agreement); and because the Services are likely to be completed within 14 days (except as may be shown in the Order Form).
9.3 If nevertheless the Customer cancels this agreement before the Services have been fully performed, then section 38 of the CC Regulations shall apply and the Customer shall be liable to pay the Supplier for that full proportion of the Services commenced and undertaken to the time a valid cancellation notice is received by the Supplier.
9.4 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving notice to the Customer if the Customer fails to pay any Charges or other amount due under this agreement after the Supplier has commenced undertaking the Services and remains in default not less than 5 days after being notified to make such payment.
10. CONSEQUENCES OF TERMINATION
On cancellation, termination or expiry of this agreement:
- all existing Order Forms and Services provision shall terminate automatically; and
- the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
14. ENTIRE AGREEMENT
14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15. THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
16.1 Notices relating to this agreement must be in writing or sent by email to the address given in the Order Form.
16.2 If you have any complaints then please send them to the email address given in the Order Form, giving full details.
17.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.2 Each party irrevocably agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Applicable conditions and procedures concerning the Services provision
The following matters shall apply to all Services:
18.1 The customer shall check all Customer Materials before passing them over to the Supplier as the Customer is responsible for their contents (and the Supplier shall not make such checks).
18.2 The times shown for legalisation on the Order Form is likely to be longer if the signatory is not Foreign and Commonwealth Office registered or not on its database and the Supplier is not responsible for such delays.
18.3 For all same-day emergency legalisation, it is the Customer’s responsibility to ensure that the proposed signatory is Foreign and Commonwealth Office registered. Failure to be so will mean the same-day Services are impossible.
18.4 Additional Charges for courier charges which are required but which were not originally envisaged at the time of the Order Form will be charged, plus VAT.
18.5 If the Charges on the Order Form increase because an Embassy / Consulate increases its fees after the date of this agreement, then the Customer shall pay such increased Charges upon the Supplier’s demand.
18.6 Please note the timeframes for the Services given in the Order Form do not include i) any Foreign and Commonwealth Office or other Embassy / Consulate closures for weekends, any international public holidays or unavailability of staff, ii) shortage of attestation/legalisation stamps, iii) delays caused by errors or insufficient information being given by the Customer to the Foreign and Commonwealth Office or the Embassy/ Consulate concerned, or iv) the time that documents spend in preparation for and in transit with couriers or postal systems.