THIS SERVICE AGREEMENT (the “Agreement”) sets out the terms of engagement between You (the Client) and Lie Detectors UK Limited, a company registered in England and Wales with Registration Number 09153126 and the registered office of Lie Detectors UK, 6 Buckland Road, Maidstone, United Kingdom, ME16 OSL.
A. The Client is of the opinion that the Supplier has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Supplier is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Supplier (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
1. The Client hereby agrees to engage the Supplier to provide the Client with the following services (the “Services”):
◦ Provide Polygraph tests and any other ancillary services set out within the engagement letter.
2. The Services will also include any other tasks, which the Parties may agree on. The Supplier hereby agrees to provide such Services to the Client.
OUR PROFESSIONAL OBLIGATIONS
3. We owe you a duty to provide services under the contract with reasonable care and skill.
4. We will observe any codes and guidance of the American Polygraph Association as available on their website at www.polygraph.org and accept instructions to act for you on the basis that we will act in accordance with these codes and guidance
5. Where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to this engagement.
6. We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
TERM OF AGREEMENT
7. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
8. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 10 days’ written notice to the other Party.
9. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
11. The Supplier will charge the Client for the Services as follows (the “Payment”):
• Our fees are computed on the basis notified to you at the commencement of the engagement, modified by any later agreement. This will reflect the time spent on your affairs by us and on the levels of skill and responsibility involved.
• Our normal terms of business require that a payment on account (to the full value of the services to be provided by us) is paid to us in cleared funds in advance in respect of our fees and any disbursements (payments to third parties incurred in dealing with your affairs, also travel, accommodation and similar charges). If such a payment on account is not required by us then invoices for fees and disbursements are payable in full within 7 days of receipt. Any deposits paid in respect of our services are non-refundable in any circumstance.
• Unless otherwise agreed, our fees will be charged separately for each of the main classes of work we perform for you and will be billed on a weekly basis or as the work is carried out.
• The amount of time spent on your matters will also be influenced by the manner in which you respond to our requests for information.
• Any special fee arrangement (such as fixed or capped fee) agreed for a matter will not cover additional work not identified when the arrangement was agreed.
12. Invoices submitted by the Supplier to the Client are due within 7 days of receipt.
13. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Supplier will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Supplier.
14. The Supplier will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Supplier will indemnify the Client in respect of any such payments required to be made by the Client.
REIMBURSEMENT OF EXPENSES
15. The Supplier will be reimbursed from time to time for reasonable and necessary expenses incurred by the Supplier in connection with providing the Services.
16. All expenses must be pre-approved by the Client.
17. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
18. The Supplier agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Supplier has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
19. All written and oral information and material disclosed or provided by the Client to the Supplier under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Supplier.
OWNERSHIP OF INTELLECTUAL PROPERTY
20. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Supplier. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
21. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Supplier.
RETURN OF PROPERTY
22. Upon the expiry or termination of this Agreement, the Supplier will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
23. In the event that this Agreement is terminated by the Client prior to completion of the Services the Supplier will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Supplier or, where agreed between the Parties, to compensation in lieu of recovery.
24. This Section applies if and only if you offer to contract with us, or contract with us, as a consumer – that is, as an individual acting wholly or mainly outside your trade, business, craft or profession.
25. You may withdraw an offer to enter into a contract with us through our website, or cancel a contract entered into with us through our website, at any time within the period:
(a) Beginning upon the submission of your offer; and
(b) Ending at the end of 14 days after the day on which the contract is entered into,
Subject to Section. You do not have to give any reason for your withdrawal or cancellation.
26. You agree that we may begin the provision of services before the expiry of the period referred to in Section, and you acknowledge that, if we do begin the provision of services before the end of that period, then:
(a) If the services are fully performed, you will lose the right to cancel referred to above;
(b) If the services are partially performed at the time of cancellation, you must pay to us an amount proportional to the services supplied or we may deduct such amount from any refund due to you in accordance with this Section.
27. In order to withdraw an offer to contract or cancel a contract on the basis described in this Section, you must inform us of your decision to withdraw or cancel (as the case may be). You may inform us by means of any clear statement setting out the decision. In the case of cancellation, you may inform us using the cancellation form that we will make available to you. To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of the right to cancel before the cancellation period has expired.
28. If you withdraw an offer to contract, or cancel a contract, on the basis described in this Section, you will receive a full refund of any amount you paid to us in respect of the offer or contract, except as specified in this Section.
29. We will refund money using the same method used to make the payment, unless you have expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund.
30. We will process the refund due to you as a result of a cancellation on the basis described in this Section without undue delay and, in any case, within the period of 14 days after the day on which we are informed of the cancellation.
31. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
b. Lie Detectors Limited (company no: 09153126)
6 Buckland Road, Maidstone, United Kingdom, ME16 0SL
or to such other address as either Party may from time to time notify the other.
32. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
DATA PROTECTION AND PRIVACY
MODIFICATION OF AGREEMENT
34. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
35. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
36. The Supplier will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
37. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
RIGHTS OF THIRD PARTIES
38. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement
39. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
40. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
41. This Agreement will be governed by and construed in accordance with the laws of England.
42. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
43. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.