terms & conditions of business
The information in our website is for general guidance only and does not constitute legal advice. If You need more details on Your rights or legal advice about what action to take, please contact an adviser or solicitor. We do not provide immigration advice and services as defined under the Immigration and Asylum Act 1999 (IAA 1999) or any other applicable legislation and we are not regulated by the Office of the Immigration Services Commissioner or the Solicitors Regulation Authority to provide such immigration advice and services. We will not be liable to You for any loss or damage or inconvenience suffered by You as a result of Your failure or inability to use any information on our website.
1.1 The following definitions apply in these Terms:
Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.
Contract: the contract between Us and You for the supply our Support Services in accordance with these Terms and any Letter of Engagement.
Document Handling Policy: our document handling policy attached in the schedule to these Terms.
Fees: the fees payable by You as set out in any Letter of Engagement or otherwise for the supply of our Support Services in accordance with clause 5 and any increase thereon in accordance with clause 5.3.
Force Majeure Event: means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Letter of Engagement: any letter or other written confirmation issued by us confirming the Support Services to be provided.
Support Services: the support services supplied by us to You as set out in our Letter of Engagement.
Terms: these terms and conditions as amended from time to time.
You: the purchaser of our Support Services.
1.2 The following rules of interpretation apply to these Terms:
(a) references to we, our or us are to Arnold DaSilva Limited, a private company limited by shares incorporated in England and Wales with company number 08669621 and registered office located at 6 Hays Lane, London, SE1 2HB, and any of our employees, agents, consultants, contractors, sub-contractors, affiliates, subsidiary or parent companies from time to time;
(b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(c) a reference to a party includes its personal representatives, successors or permitted assigns;
(d) a reference to a statute or statutory provision is a reference to such statute or statutory provision as it is in force at the date of these Terms. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision as it is in force at the date of these Terms;
(e) any phrase introduced by the terms including, include, in particular or any similar expression, will be construed as illustrative and will not limit the sense of the words preceding those terms; and
(f) a reference to writing or written includes e-mail.
2. BASIS OF CONTRACT
2.1 The Contract will come into force upon our acceptance of Your request for Support Services.
2.2 The Contract constitutes the entire agreement between us in respect of the Support Services. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us that is not set out in the Contract.
2.3 These Terms apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SUPPLY OF THE SUPPORT SERVICES
3.1 We will supply the Support Services to You in accordance with these Terms and You will pay the Fees to us. We warrant to You that the Support Services will be provided using reasonable care and skill.
3.2 We will use our reasonable endeavours to meet any performance dates specified by You from time to time as part of our performance of the Support Services, but any such dates will be estimates only and unless otherwise expressly agreed by us in writing, time will not be of the essence for performance of the Support Services.
3.3 You acknowledge and agree that we are under no obligation and will not be responsible for nor liable for checking or validating any information or documentation provided by You under the Contract.
4. YOUR OBLIGATIONS
4.1 You will:
(a) co-operate with us in all matters relating to the Support Services;
(b) in a timely manner provide us with all information and documents which we may reasonably require to supply the Support Services and will ensure that such information is accurate and detailed in all material respects;
(c) obtain and maintain all necessary permissions and consents which may be required before the date on which the Support Services are due to start; and
(d) indemnify us for any loss or damage we may suffer directly or indirectly as a result of Your breach of this clause 4.1, including but not limited to legal costs of defending any civil claim or criminal penalty arising from Your breach.
4.2 You warrant and represent to us on an ongoing basis that You are authorised by the Office of the Immigration Support Services Commissioner or the Solicitors Regulation Authority (as the case may be) to provide immigration advice and services as defined under IAA 1999 or other applicable law.
4.3 If our performance of any of our obligations under the Contract is prevented or delayed by any act, omission or failure by You to perform any relevant obligation (a Default):
(a) we will without limiting our other rights or remedies have the right to suspend performance of the Support Services until You remedy Your Default;
(b) we will not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from our failure or delay to perform any of our obligations due to Your Default; and
(c) You will reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.
5. FEES AND PAYMENT
5.1 Upon instructing us to supply the Support Services, You are deemed to provide us with a written undertaking to pay to us on demand our Fees and any expenses and/or disbursements reasonably incurred by us in connection with the Support Services. We may ask for payments on account of our Fees and disbursements before providing our Support Services to you. Such payments will be applied against invoices that we may deliver to You from time to time. We will request further payments on account of anticipated Fees and disbursements as the matter progresses. If You decline or fail to make any requested payment we will cease to provide our Support Services until such payment is made and You agree that we will have no liability to You for the consequences of so doing.
5.2 We will invoice You for our Fees upon completion of the Support Services and You will pay each invoice submitted by us by the date specified on the invoice in full cleared funds to our bank account, details of which will be provided by us to You on our invoices. Time for payment will be of the essence of the Contract.
5.3 We reserve the right to increase the Fees from time to time and will provide You with written notice of any such increase in the Fees.
5.4 You will pay any expenses and/or disbursements reasonably incurred by us in connection with the Support Services, including but not limited to any processing fees, government fees, embassy fees and travelling expenses in advance of us
providing the Support Services, unless otherwise agreed by us in writing. All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply of VAT purposes is made under the Contract by us to You, You will, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Support Services at the same time as payment is due for the supply of the Support Services.
5.5 Without prejudice to any other right or remedy that it may have, if You fail to make any payment due to us under the Contract by the due date for payment, then You will pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank’s base rate from time to time. Interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
5.6 If You instruct us not to proceed with submitting an application or documents to a relevant government body on Your behalf then, provided that we receive this instruction by no later than close of business on the day prior to which we were due to submit the application or documents, we will return all Fees paid by You to us to You in respect of that submission less any expenses and/or disbursements incurred.
5.7 If You instruct us not to proceed with submitting an application or documents to a relevant government body on Your behalf other than in accordance with clause 5.6 above, we will be entitled to full payment of Fees for that submission including any expenses and/or disbursements.
5.8 All amounts due under the Contract will 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. CONFIDENTIALITY AND DATA PROTECTION
6.1 Each party agrees to keep in strict confidence all information which is of a confidential nature and which has been disclosed to the other party, its employees, agents or subcontractors and which concerns a party’s business or that of its employees. Each party will only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and will ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. Each party may also disclose such of the other party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 6 will survive termination of the Contract.
6.2 As part of our performance of the Support Services, we may process personal data under the Data Protection Act 1998. We will only process such data to the extent necessary for the performance of the Support Services and in accordance with Your instructions. We will promptly comply with any request from You to amend, transfer, delete or provide copies of any personal data held by us. We will comply with the Data Protection Act 1998 and all other applicable laws and similar regulations relating to the processing of personal data.
6.3 During our performance of the Support Services, we may receive original documents from You. Our handling of these documents will be carried out in accordance with our Document Handling Policy.
7. LIMITATION OF LIABILITY
7.1 Nothing in these Terms will limit or exclude our liability for: (i) death or personal injury caused by our negligence; or (ii) fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
7.2 Subject to clause 7.1:
(a) we will under no circumstances be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of damage to goodwill, or any indirect or consequential loss arising under or in connection with the Contract;
(b) we will not be liable for any loss or damage suffered by You or any third party as a result of Your delay or failure to carry out any act or omission;
(c) we will not be liable to You as a result of any delay to or failure to perform our obligations under this Contract as a result of a Force Majeure Event; and
(d) our total liability to You in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the amount of the Fees actually received by us in respect of a particular engagement.
7.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.4 This clause 7 will survive termination of the Contract.
8.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party one month’s written notice.
8.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to You if:
(a) You commit a material breach of any term of the Contract;
(b) You become bankrupt or insolvent, or a receiver or administrator is appointed over Your assets, or an equivalent process commences in any jurisdiction which we believe to have the same effect, or in our opinion You are deemed to be unable to pay Your debts as they fall due;
(c) Your financial position deteriorates to such an extent that in our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy;
(d) You fail to pay any amount due under this Contract on the due date for payment and fail to pay all outstanding amounts within 14 days after being notified in writing to do so; or
(e) a Force Majeure Event prevents us from providing the Support Services for more than eight weeks. 8.3 Without limiting our other rights or remedies, we may suspend provision of the Support Services under the Contract if You become, or we reasonably believe that You are about to become, subject to any of the events listed in clauses 9.2(a) to (c) or we become, or we reasonably believe that we are about to become, subject to the event in clause 8.2(e).
9. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) You will immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Support Services supplied but for which no invoice has been submitted, we will submit an invoice, which will be payable by You immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination will be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination will continue in full force and effect.
10.1 Assignment and Other Dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract, outsource or deal in any other manner with all or any of our rights under the Contract and may subcontract, outsource or delegate in any manner any or all of our obligations under the Contract to any third party or agent as we see fit.
(b) You will not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with any or all of Your rights or obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract will be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and will be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or by fax.
(b) A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
(c) The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will 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 will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Contract.
A waiver of any right under the Contract or law is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
10.5 No Partnership, Agency or Subcontract. Nothing in the Contract is intended to, or will be deemed to, establish any partnership, joint venture or subcontracting agreement between the parties, nor constitute either party the agent or sub-contractor of the other for any purpose. Neither party will have authority to act as agent or sub-contractor for, or to bind, the other party in any way.
10.6 Third Parties.
A person who is not a party to the Contract will not have any rights to enforce its terms.
Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms, will be effective unless it is agreed in writing and signed by us.
If there are any inconsistencies between any of the provisions of these Terms and the provisions of Your terms and conditions of business, the provisions of these Terms shall prevail.
10.9 Governing Law and Jurisdiction.
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).