Terms & Conditions of Supply

About us

Company details. Fleet Process Limited (company number 16843845) is a company registered in England and Wales and our registered office is at 66 Paul Street, London EC2A 4NA, United Kingdom. We operate the website www.fleetprocess.com.

Contacting us. To contact us, email us at hello@fleetprocess.com. How to give us formal notice of any matter under the Contract is set out in Clause 11.8 (Notices).

Professional indemnity insurance. We maintain professional liability insurance. Our insurer is Markel (UK) Ltd, and our policy number is AHG018265.

2. Basis of contract

2.1. Completion and submission of a Client Form to Us on Our Website constitutes an offer by the Appointor to purchase the Services in accordance with these Conditions.

2.2. By completing and submitting the Client Form on Our Website, the Instructing Party confirms that they have full authority to bind the Appointor to these Conditions. The Instructing Party agrees that Our duty relating to the Appointment is owed to the Appointor alone, not (if different) the Instructing Party.

2.3. Please follow the onscreen prompts on Our Website to place Your order. You may only submit an order by submitting the Client Form on Our Website or by contacting Us. Each order is an offer by You to buy the services specified in the order subject to these Conditions. Our order process allows you to check and amend any errors before submitting Your order to Us. Please check the order carefully before confirming it. You are responsible for ensuring that Your order is complete and accurate.

2.4. Upon submission of the Client Form on Our Website, We will automatically issue an Appointment Letter to the Appointor or Instructing Party (if different). The Appointment Letter will be issued using the contact details provided by the Instructing Party. The Appointment Letter is effective from the time of issuance without prior payment being required by You (but always subject to the remainder of these Conditions).

2.5. The issued Appointment Letter will include a unique contract reference number which can be used to make amendments to, cancel, view and extend the Appointment Letter on Our Website as well as make updates to any Appointor contact details in connection with the Appointment Letter.

2.6. The Appointment Letter shall expire after the period specified in the Appointment Letter unless extended by the Appointor or Instructing Party on Our Website or in writing to Us.

2.7. Pursuant to the Appointment Letter, You irrevocably appoint Us for the term of the Appointment Letter as process agent for the Appointor and any other party named therein as appointor to accept service of all Documents and related Proceedings as set out in the Appointment Letter.

2.8. These Conditions apply to the Contract to the exclusion of any other terms that the Appointor seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.9. We may revise these Conditions from time to time to reflect changes including market conditions affecting Our business, relevant laws and regulatory requirements. If any such change materially increases the cost of delivery of the Appointment Letter, We may give reasonable prior written notice to the Appointor and the Appointor shall have the right to terminate. Payments due in relation to any Appointment Letter not terminated by the Appointor after such notice shall be at the increased rate and subject to termination by Us if payment is not made in full in accordance with the terms set out in Clause 5.

3. Supply of services

3.1. We will supply the Services with reasonable care and skill. The Appointor or Instructing Party (if different) will ensure that the Appointment Letter (through the Client Form or Instructions) will include:

• a detailed description (including party names and dates or proposed dates) of the agreements which We agree to receive service of process of on behalf of the Appointor and any other entity or individual named therein as an appointor;
• the number of years the Appointment Letter will be valid for (We provide 30 days of process agent services free of charge on the date of the Appointment to allow for transaction flexibility, which is subject to Our absolute withdrawal right if We reasonably believe it is being abused in any way); and
• the email and appropriate postal delivery address to which We will be required to send the Documents or Proceedings to the Appointor and/or Instructing Party.

3.2. It is critical that the Appointment Letter includes sufficient detail for Us to be able to identify a particular transaction and for Us to link any Documents or Proceedings to the Appointment Letter in future. We do not ask for copies of the documents relating to the transaction specified in the Appointment Letter for the benefit of Your privacy. We therefore reserve the right to review the information submitted in the Instructions and Client Form. If We have any reasonable concerns with the Instructions or the Client Form, We have the right to either amend the terms of the Appointment Letter (with Your consent), seek clarification from You or terminate the Appointment Letter (with written notice to You). If We deem (acting reasonably) that the Client Form or Instructions provided by You do not allow Us to carry out the Services due to a lack of information provided by You, We accept no liability for failure to contact You in case any Documents or Proceedings are received by Us in connection with the Appointment Letter.

3.3. Upon receipt of service of Proceedings or other Documents on Us in connection with the Appointment Letter, We will send by email an electronic copy of the legal process received to one or more of the email contacts (if applicable) listed in the Appointment Letter, request a read receipt for confirmation, and if requested by You in writing, forward the original legal process document by a recognised international express courier service to such address as You specify in writing.

3.4. If You require hard copy documents, after despatch of the Documents or Proceedings to You, We will provide You with relevant confirmation and the provision of evidence of such despatch which shall release Us from any further obligations to You. If You do not require hard copy documents, the email notification in Clause 3.3 above shall release Us from any further obligations to You. Once We have emailed a scanned copy or forwarded a hard copy of any Document or Proceedings in accordance with Your Instructions, Our obligations in respect of that Document or Proceedings are fully discharged. We do not provide any assessment, commentary or confirmation as to whether any Document or Proceedings received constitute valid service under applicable procedural rules.

3.5. If the Proceedings are subject to levies, taxes or charges as a consequence of the method of despatch You have instructed Us to use, the Appointor will be responsible for arranging payment of such charges and will on demand indemnify Us against in the event that We are required to meet the cost of the same or if You fail to make arrangements for the payment of such levies, taxes or charges.

3.6. We will use all reasonable endeavours to ensure that We are able to accept service at Our registered company address during normal Business Hours.

3.7. If the Appointor wishes to amend any contact details provided to Us in its Instructions or the Client Form, the Appointor can do so using Our amendment feature on Our Website or by accessing their user account on Our Website (if applicable). Other amendments to an Appointment Letter can also be done automatically online on Our Website up until 30 days after the Appointment and unless the term of the Appointment Letter is extended or additional parties are added (in which case We will prepare a supplemental invoice to be paid in accordance with Clause 5), such amendment is completely free of charge. Additional Charges after the 30 day period or relating to an extension of the period of the Appointment Letter or additional parties to the Appointment Letter will apply at the prevailing Charges rate at the time.

3.8. Any Appointment Letter which has been modified and re-issued by Us pursuant to Clause 3.7, will supersede any previously issued Appointment Letter in respect of the Contract.

3.9. We offer process agent services in respect of legal proceedings in different jurisdictions from time to time. In all cases, the contracting party under these Conditions is Us, and all rights, obligations, and services are provided by Us. Any reference to another entity as a process agent in a particular jurisdiction shall be construed solely as part of Our service delivery under these Conditions. No other named process agent is a contracting party nor assumes any independent legal obligation, nor liability to the Appointor. The appointment of another process agent is made by Us solely to enable valid receipt of service in accordance with applicable procedural rules.

3.10. It is the responsibility of the Appointor or the Instructing Party (if different) to ensure that the Client Form is submitted for the relevant jurisdiction in which the process agent is to be appointed. The validity of the appointment for service of process in a particular jurisdiction is conditional upon the correct form being completed and submitted in full. We accept no liability for any failed or invalid appointment arising from the use of an incorrect or incomplete appointment form.

3.11. The Appointment Letter is generated automatically based on the information submitted by the Appointor or Instructing Party and is not reviewed or verified by Us.

4. Appointor's obligations

4.1. The Appointor shall:

• ensure that the terms of the Instructions and the Client Form are complete and accurate;
• ensure that Our company name is included in any document pursuant to which We are appointed process agent by You under the Appointment Letter or any other party named in the Appointment Letter as an appointor;
• ensure that the Client Form includes at least one set of address and email details of the Appointor for service of process and You hereby undertake to update Us promptly in respect of any changes to such details (which can be done on Our Website);
• ensure that the Client Form includes accurate invoicing information in respect of the Contract;
• not use Our registered address, Our company name or Our company number for any purpose other than expressly contemplated by these Conditions;
• provide such reasonable cooperation as We require in connection with the Services; and
• if requested by Us in writing, provide confirmation of the identity of the beneficial owner(s) and officers of the Appointor or other reasonable information that We may require in order to comply with Money Laundering Legislation. You agree to provide all requested information promptly and to confirm that all information provided is complete, accurate and not misleading.

4.2. If the performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by the Appointor, or failure by the Appointor to perform any relevant obligation:

• without limiting or affecting any other right or remedy available to Us, We shall have the right to suspend the Appointment until the Appointor remedies such default, and to rely on such default relieves Us from the performance of any of Our obligations in each case to the extent such default prevents or delays the performance of any of Our obligations;
• We shall not be liable for any costs or losses sustained or incurred by the Appointor arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this Clause 4.2 (Appointor's obligations); and
• the Appointor shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Appointor's default as set out in this Clause.

5. Charges and payment

5.1. In consideration of Us providing the Services, You must pay the Charges in accordance with this Clause 5. The Charges for the Services are set out on Our Website and are subject to change from time to time but changes will not affect any order You have already placed. The Charges You will pay are as displayed on Our Website at the time of the Appointment.

5.2. We will typically invoice the Appointor within 30 days of the Appointment to allow for any changes required by the Appointor to be reflected in the Appointment Letter. The Charges fall due 30 days following the issuance of Our invoice. Representation by Us as Your process agent is contingent upon the Charges being paid in accordance with this Clause 5. We will invoice the Appointor using the details provided in the Client Form unless We are otherwise notified in writing.

5.3. If You wish to change the scope of the Services in accordance with Clause 3.7, We will modify the Charges accordingly. If We have already issued an invoice, We will issue a supplemental invoice and the Charges for such supplemental invoice fall due 30 days following the issuance of the supplemental invoice.

5.4. Notwithstanding Clause 5.2 and 5.3, and regardless of whether We have been paid the Charges, the Contract and Appointment Letter shall be valid until We terminate it in accordance with the terms of these Conditions, subject always to automatic termination of the Contract and Appointment Letter if the Charges have not been received by Us in cleared funds within 3 months of the Appointment or the supplemental invoice being issued (as applicable).

5.5. All amounts payable by the Appointor under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where VAT becomes payable under the Contract the Appointor shall, on receipt of a valid VAT invoice, pay Us such additional amounts in respect of VAT as are chargeable at the same time as payment is due for the supply of the Services.

5.6. All amounts due under the Contract 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) and are not refundable under any circumstances.

5.7. In addition to the Charges, We shall be entitled to charge the Appointor for any expenses incurred in connection with forwarding of original Documents or Proceedings (if hard copies are requested in writing by the Appointor), including any notarial fees, postage and handling fees.

5.8. We shall not be liable for any losses or missed deadlines sustained by the Appointor as a result of the Appointment being terminated by Us as a result of late payment of the Charges.

5.9. If You fail to make a payment under the Contract by the due date, then, without limiting our remedies pursuant to these Conditions, You will have to 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 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6. Intellectual property rights

Nothing in the Contract will function to transfer any of either party's Intellectual Property Rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property Rights developed before the Contract or developed outside the scope of the Contract.

7. Data protection

We will process any information We receive pursuant to the Contract in accordance with Our Privacy Policy, the terms of which are incorporated into these Conditions.

8. Limitation of liability / Indemnity

8.1. We have obtained insurance cover in respect of Our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this Clause reflect the insurance cover We have been able to arrange and You are responsible for making Your own arrangements for the insurance of any excess loss.

8.2. References to liability in this Clause 8 (Limitation of liability / Indemnity) include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3. Neither party may benefit from the limitations and exclusions set out in this Clause in respect of any liability arising from its own gross negligence or fraud.

8.4. Nothing in this Clause 8 (Limitation of liability / Indemnity) shall limit the Appointor's payment obligations under the Contract.

8.5. In the event that We are not advised of a change of address or email address of the Appointor and We are unable to deliver Documents and/or Proceedings received on behalf of the Appointor in connection with these Conditions, We will use reasonable efforts to locate the Appointor. If, after having exercised reasonable efforts to locate the Appointor, We are still unable to deliver the Documents and/or Proceedings received on behalf of the Appointor in connection with these Conditions, We shall attempt to contact any other parties We are aware of in connection with the Contract. We shall have no liability for any loss, damage, cost or expense attributable to Our inability to locate the Appointor.

8.6. The Appointor will indemnify Us only for losses arising from any breach of these Conditions by the Appointor, except to the extent caused by Our gross negligence or fraud.

8.7. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence; and
• fraud or fraudulent misrepresentation.

8.8. Subject to Clause 8.3 and Clause 8.7 (Limitation of liability / Indemnity), Our total liability to the Appointor for all loss or damage shall not exceed ten times the total value of the Charges which apply to this Contract, or, if larger, the legal liability insurance cover amount We have in place from time to time.

8.9. Subject to Clauses 8.3, 8.4 and 8.7 (Limitation of liability / Indemnity), this Clause 8.9 (Limitation of liability / Indemnity) sets out the types of loss that are wholly excluded:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss in connection with unauthorised amendments to the Appointment Letter;
• loss of or damage to goodwill; and
• indirect or consequential loss.

8.10. Nothing in these Conditions limits or affects the exclusions and limitations set out in Our Website Terms of Use.

8.11. This Clause 8 (Limitation of liability / Indemnity) shall survive termination of the Contract.

9. Termination

9.1. Without prejudice to any other rights or remedy available to either party, You may terminate the Contract with immediate effect at any time during the term of the Contract by providing Us with written notice. Upon such termination, because the Appointment Letter is issued immediately and becomes effective as soon as it is generated, all Charges are non-refundable. Written notice to Us of such termination will be deemed given by using Our terminate appointment function on Our Website.

9.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• the other party commits a breach of any term of the Contract and, if such a breach is remediable, fails to remedy that breach within 5 Business Days of that party being notified in writing to do so;
• the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• the other party becomes subject to economic, financial, or any other sanctions administered by the United States of America, the United Nations, the European Union or any member state thereof or the United Kingdom or any other applicable governmental authority (and in respect of each of the foregoing, their respective governmental institutions and agencies);
• either party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.3. Without affecting any other right or remedy available to Us, We may suspend or terminate the Contract immediately by written notice to the Appointor if:

• the Appointor becomes subject to any of the events listed in paragraph (d) or (e) of Clause 9.2 (Termination), or We reasonably believe that the Appointor is about to become subject to any of them;
• the Appointor has not paid the Charges in accordance with the Clause 5 (Charges and Payment); or
• We reasonably believe that the Appointor is about to become subject to any of the events listed in paragraph (b) of Clause 9.2 (Termination).

10. Consequences of termination

10.1. On termination or expiry of the Contract, We will promptly upon the written instructions of the Appointor, irrevocably delete or destroy any Proceedings or other Documents in Our possession relating to the Contract.

10.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including Our right to be paid the Charges or to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. General

11.1. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2. Assignment and other dealings

• We may assign or transfer Our rights and obligations under the Contract to another entity but will always notify You by posting on Our webpage if this happens.
• You may only assign or transfer Your rights or Your obligations under the Contract to another person if We provide prior written consent to You.

11.3. Confidentiality

• Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Appointors, clients or suppliers of the other party, except as permitted by paragraph (b) of Clause 11.3 (Confidentiality).
• Each party may disclose the other party's confidential information:
  • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 11.3 (Confidentiality); and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4. Entire agreement

The Contract is the entire agreement between You and Us in relation to its subject matter. You acknowledge that You have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

11.5. Variation

Any variation of the Contract only has effect if it is in writing and signed by You and Us.

11.6. Waiver

If We do not insist that You perform any of Your obligations under the Contract, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You or that You do not have to comply with those obligations. If We do waive any rights, We will only do so in writing, and that will not mean that We will automatically waive any right related to any later default by You.

11.7. Severance

Each paragraph of these Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

11.8. Notices

• Any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be:
  • delivered by hand or by pre-paid first-class post or other next working day delivery service to (A) in respect of the Appointor, the address specified in the Appointment Letter and (B) in respect of Us, Our registered address from time to time, or any other address agreed in writing between the parties as being the relevant address for receipt of such notices; or
  • sent by email to (A) in respect of the Appointor, the email address specified in the Appointment Letter and (B) in respect of Us, hello@fleetprocess.com or any other email address agreed in writing between the parties as being the relevant email address for receipt of such notices.
• Any notice or communication shall be deemed to have been received:
  • if delivered by hand, at the time the notice is left at the proper address;
  • if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
  • if sent by email at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
• This Clause 11.8 (Notices) does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

11.9. Third party rights

The Contract is between You and Us. No other person has any rights to enforce any of its terms and the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce such terms.

11.10. English language

These Conditions are made only in the English language.

11.11. Governing law

These Conditions, the Contract and any non-contractual obligations arising therefrom will be exclusively governed by and construed in accordance with the laws of England and Wales.

11.12. Jurisdiction

The Appointor agrees that the courts of England and Wales will have jurisdiction over any claim, dispute or matter arising from or in connection with Your relationship with Us including the enforceability of these Conditions and the Contract. We have the right, in Our absolute discretion, to commence and pursue proceedings in any other competent jurisdiction.