Terms and Conditions for Supply of Services
2019-2020
I. Definitions
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the amendments as agreed, outlined in writing and added as an addendum to this document.
1.2 “Customer” means the organisation or person who purchases services from the Supplier
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Services Specification” means a statement of work, quotation or similar document describing the services to be provided by the Supplier;
1.5 “Supplier” means Debt Resolution Ltd, Unit J1 Maynooth Business Campus, Maynooth, Co. Kildare
II. General
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a schedule outlining the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the fees set forth in the schedule. All fee structures shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames however no penalties shall arise from unforeseen delays or time extensions.
III. Fees and Payment
3.1 There are two sets of fees to take into consideration upon contracting the Supplier to pursue a debt collection. There is a standard percentage rate of the amount owed that will be retained upon any successful collection. In addition, for each scenario set forth below, additional fees may apply:
3.1.1 Standard commission rates on collected funds on a no foal, no fee basis:
| Value | % |
| €50 – €4999 | 18% |
| €5000 – €9999 | 15% |
| €10000 – €49999 | 10% |
| €50000 – €99999 | 8% |
| €100000 + | 6% |
3.1.2 The following schedule sets forth the fees for work performed outside of normal collection circumstances according to category type:
| Incorrect Invoice | €25.00 |
| Contact Data Cleanse | €30.00 |
| Post-Submission Settlement | % of amount submitted |
| Examinership Review | €100.00 |
| Liquidation Claims Submission | €100.00 |
| Legal Letter from Solicitor | €30 |
All fees within section 3.1.2 are subject to standard 23% VAT. If the debtor pays into Debt Resolution Ltd accounts, payment will be treated as client funds and transferred to the customer’s bank account, minus the commission fee. If the debtor pays directly into the Customer’s account, the Supplier will invoice the Customer for the appropriate amount, which will then be subject to 23% VAT.
3.2 The following are the Terms and Conditions for engagement of the Supplier’s services:
3.2.1 Invoiced amounts shall be due and payable on receipt of debtor funds.
3.2.2 The Supplier shall be entitled under the European Communities (Late Payment in Commercial Transactions) Regulations 2002 (SI 388 of 2002) to charge interest on overdue invoices from the date when payment becomes due at a maximum rate of 8% per annum, calculated on a pro-rata rate from data of settlement.
3.2.3 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order for payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.
3.2.4 Submission of any accounts to the Supplier is acceptance of these Terms and Conditions.
3.2.5 Failure to report any direct payments by the debtor to the Customer will incur an additional 5% increase to the established commission rate.
3.2.6 Only the principal amount of the outstanding invoices will be pursued unless the Customer has indicated in their own Terms and Conditions that interest will be accrued for late payments.
3.2.7 Any collections required to be collected from outside of Ireland will accrue fees from the country of collection in addition to Supplier fees, and will be agreed with the Customer before engagement.
3.3 The ownership of all goods and intellectual property shall remain with Debt Resolution Ltd until payment has been received in full.
3.4 The Customer will still be obliged to any fees set out in this agreement, or percentage thereof, should any agreement be made between the Customer and the Debtor after engagement by the Supplier has commenced with the Debtor. The fees shall be equivalent to the agreed percentage of the settlement reached between the Customer and the Debtor.
IV. Customers Obligation
4.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall;
4.1.1 Co-operate with the Supplier;
4.1.2 Provide the Supplier with any information reasonably required by the Supplier;
4.1.3 Obtain all necessary permissions and consents which may be required before the commencement of the services;
4.1.4 Comply with such other requirements as may be set out in the service specification or otherwise agreed between the parties;
4.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 4.1
4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to, the Customer shall be required to pay the Supplier as agreed damages, and not as a penalty, the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days written notice the full amount of the services contracted for as set out in the services specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible, and;
4.4.1 The Supplier shall have no liability in respect of any delay to the completion of any project;
4.4.2 If applicable, the timetable for the project will be modified accordingly;
4.4.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
V. Warranty
5.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality confirming to generally accepted industry standards and practises;
5.2 Without prejudice to Clause 5.1 and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.
VI. Indemnification
The Customer shall indemnify the Supplier against all claims, costs, and expenses which the Supplier may incur and which arise, directly or indirectly from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier infringes any prior third party Agreement or other similar right of a third party.
VII. Limitation of Liability
7.1 Except in the respect of death or personal injury due to neligence for which no limit applies, the entire liability of the Supplier to the Customer in repsect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
7.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity, or loss of profits or any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
7.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
VIII. Termination
Either party may terminate this Agreement forthwith by notice in writing to the other if:
8.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
8.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
8.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
8.4 The other party is declared insolvent, or convenes an administrator or similar officer is appointed over any of its meetings of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, or trustee assets.
IX. Intellectual Property Rights
All intellectual property rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of Agreements with third parties.
X. Force Majeure
Neither part shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to Acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, road authorities, or any telecommunications carrier, operator, or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
XI. Independent Contractors
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.
XII. Assignment
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
XIII. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal, or unenforceable provision eliminated.
XIV. Waiver
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
XV. Notices
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Agreement to Discharge Professional Services Fees or such other address such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved to be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered in the ordinary course of post.
XVI. Entire Agreement
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous Agreements, arrangements, undertakings, or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, the Agreement may be varied only by a document signed by both parties.
XVII. No Third Parties
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
XVIII. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of Ireland and the parties hereby submit to the exclusive jurisdiction of the Irish courts.