Legal Terms

Definitions. In these Conditions, the following definitions apply:
 

Act: means the Data Protection Act 1998;
 

Billing Terms: the terms for payment set out in the Specification,
 

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
 

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.  The pricing matrix for the Suppliers debt collection service can be found by visiting https://www.jspcreditmanagement.co.uk/commission.  
 

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.
 

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions and the Specification.
 

Customer: the person or firm who purchases Services from the Supplier and as set out in the Specification.
Customer Materials: any information, date or documentation provided by the Customer to the Supplier in connection with the provision of the Services.
Debtor: a debtor of the Customer 
 

Deliverables: the deliverables set out in the Supplier produced by the Supplier for the Customer (if any). 
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
 

Information Sources: The following sources of information used but the Supplier to assist in providing the Services: 
Companies House 
Experian
 

Order: the Customer's order for Services as set out in the Customer's purchase order 
 

Personal Data: has the same meaning as set out in the Act
 

Processing: has the same meaning as set out in the Act
 

Services: the credit management services, including the Deliverables (if any), supplied by the Supplier to the Customer as detailed in the Specification.
 

Specification: the description or specification of the Services set out above.
 

Supplier: JSP Credit Management Ltd​ of 85 Great Portland Street, 1st Floor, London, England, W1W 7LT registered at Companies House under number 13354592.

TUPE: Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended from time to time) 

Construction. In these Conditions, the following rules apply:
a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
 

A reference to a party includes its [personal representatives, successors or permitted assigns;
 

A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted.

 

A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes faxes.
 

Basis of contract:
The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.  For the avoidance of doubt, this will be deemed to have happened if a Customer submits an instruction to purchase the Suppliers debt collection service through the online instruction form (found at: https://www.jspcreditmanagement.co.uk/instruct-us). 

The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).   For the avoidance of doubt, this will be deemed to have happened when the customer receives an email response from the Supplier folllowing submission of the online instruction form (found at: https://www.jspcreditmanagement.co.uk/instruct-us).

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 

Any samples, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues, websites or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force and are not a substitute for professional advice where relevant. 

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

Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

Supply of Services:
The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. 

The Supplier shall use all reasonable endeavours to meet any performance dates specified in Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 
Customer's obligations 

The Customer shall:
Ensure that the terms of the Order and the Specification and any information it provides in the Specification are complete and accurate;

 

Co-operate with, and ensure that all staff co-operate with, the Supplier in all matters relating to the Services;
 

Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects including but not limited to invoices, records and correspondence and any other relevant materials relevant to the Debtor or otherwise required to provide the Services; 

Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; 

Ensure that any Personal Data within any Customer Materials is used and disclosed in accordance with the Act to enable the Supplier  to carry out the Services;

Notify the Supplier immediately of any changes or of other information which may affect the provision of the Services, including but not limited to information relating to any payments received from a Debtor;
 

Not do any act or omission which may prejudice the provision of the Services without first liaising with and obtaining the consent of the Supplier such actions to include but not be limited to agreements to settle a debt, employing other collection agencies or the writing off of a debt.  
 

The Customer warrants that:
It is registered under the Act and that has provided the Supplier with its registration number and copy of its current registration certificate; 

It will continue to maintain its annual notification required under the Act; 

It will comply with the terms of  the Act when acquiring, using and Processing any Personal Data which it requires the Supplier  to use during the provision of the Services; 

It has obtained all necessary licences, permissions and consents including (but not limited to) regulatory consents which may be required before the date on which the Services are to start or during the provision of the Services which shall include those required for any Deliverables

The Customer acknowledges that for the purposes of the Act and all other applicable laws, enactments, regulations, orders, standards and other similar instruments the Customer will be the Data Controller of and solely responsible for all Personal Data that is provided to the Supplier and then used, acquired and Processed through the Services.

The Customer guarantees and warrants to the Supplier that:
TUPE does not apply to the Contract as part of any service provision change or outsourcing; and
No employee of the Customer has been or will be made redundant or otherwise have their contract of employment terminated as a result of the Contract.

In the event that Customer is in breach of condition 4.4 or in any other circumstance where the Supplier experiences liability arising from the Client’s breach of TUPE or other applicable laws or regulations relating to its employees the Customer shall indemnify and keep indemnified the Supplier against all costs losses and expenses arising from the same. 

If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation within these Conditions (Customer Default):

The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations which has arisen by virtue of a Customer Default, and;

The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
 

Charges and payment:
The Charges for the Services shall be as set out and agreed in the Specification.  The specification for debt collection services can be found by visiting: https://www.jspcreditmanagement.co.uk/commission.

          
The Supplier reserves the right to increase its Charges, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 2 weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks written notice to the Customer.

The Customer shall pay each invoice submitted by the Supplier in accordance with the Billing Terms, which are 'payable upon receipt of invoice' in cleared funds to a bank account nominated in writing by the Supplier and time for payment shall be of the essence of the Contract.

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 

If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.  
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

Intellectual property rights: 
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier save for credit risk reports which are owned by the report provider. 

The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer. 
 

Confidentiality:
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain.

 

The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall 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.

 

The receiving party may also disclose such of the disclosing 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 7 shall survive termination of the Contract.

Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
 

Subject to clause 8.1:
The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed total charges payable for the Services in one twelve month period..

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. 
 

If any element of the Services is referred to a third party legal representative or debt tracing provider the Supplier shall act as an introducer only and shall not be liable for any breach or other act of such representative as any such contractual relationship shall be between the Customer and the legal representative or the debt tracing provider. These are separate contracts to which the Supplier is not labile for or a party to. 

Our credit risk reports are provided by a third party and if you have selected this as part of the Services you acknowledge and authorise us to obtain such report on your behalf as agent. Accordingly, we are not liable for any information contained within any such report and cannot offer any guarantees in respect of the same. 
 

If the Customer has selected any advice service in connection with the credit risk reports the advice will only be limited to identifying key areas in the report for the Customer to consider and will not constitute any verification of the information provided.

The Supplier is not liable for any omissions in advice provided which arise due to information outside the scope of the Information Sources or which is in the reasonable opinion of the Supplier irrelevant.
Where the Services involve assistance with debt recovery the Supplier cannot offer any guarantees on the success of such recovery from a Debtor.

 
The Supplier shall not be liable to the Customer in respect of any losses arising due to the Customer’s failure to follow the Supplier’s recommendations and advice.
This clause 8 shall survive termination of the Contract.
 

Termination:
The termination rights are specific to each service and are therefore set out on the particulars above.
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Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

The other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;

The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

The other party (being an individual) is the subject of a bankruptcy petition or order;

A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

The holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

Any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(b) to clause 9.2(i) (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; 

The other party's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 28 days after being notified in writing to do so. 
 

Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.2(b)) to clause 9.2(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

Consequences of termination:
On termination of the Contract for any reason: 
 

The Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; 

The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall 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;
 

Clauses which expressly or by implication survive termination shall continue in full force and effect.
 

Force majeure:
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), 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, cyber-attacks, internet failure, third part website failure, failure of Information Sources.

 
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four  weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
 

General:
Assignment and other dealings.
 

The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

Notices:

Any notice or other communication given to a party under or in connection with the Contract shall 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 shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax [or e-mail].

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(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 by fax or e-mail, one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Severance:
If any provision or part-provision of the Contract 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 the Contract.
If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall 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 shall constitute a waiver of that or any other right or remedy, nor shall 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 shall prevent or restrict the further exercise of that or any other right or remedy. 

No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
Call. Calls may be recorded for training and record / information purposes.

Poaching. The Customer agrees that it will not (without the previous written consent of the Supplier) at any time within 18 months from the date on which the agreement is terminated either solicit or employ directly or indirectly the services of an employee or former employee of the Supplier or any firm or company of which such an employee becomes a director, manager, agent or employee during such period.

Personal Data. The Supplier may collect and process the following data about the Customer and for the purposes of such data the Supplier will be the Data Controller:

Personal Data the Customer gives the Supplier. The Customer may give the Supplier Personal Data about the Customer by filling in forms on the Supplier’s website or by corresponding with the Supplier by phone, e-mail or otherwise. The Personal Data the Customer gives to the Supplier may include the Customer’s name, address, e-mail address and phone number and job title  and  the employer’s name, address, e-mail address and phone number.

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Uses made of Personal Data. The Supplier uses Personal Data held about the Customer in the following ways:
Personal Data the Customer gives to the Supplier. The Supplier will use this Personal Data:
to carry out the Services that the Customer requests from the Supplier ;
 

To provide the Customer with information about other Services that are similar to those that the Customer has already purchased or maybe interested in. 

To notify the Customer about changes to our services;
 

Disclosure of Personal Data. The Supplier may share Personal Data with any member of our group, which means our subsidiaries, any holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006. It may also share personal data with any subcontractors or third parties introduced to the Customer as part of the Services. 

Where the Supplier stores the Customer’s personal data. The data that the Supplier collects from may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for the Supplier or suppliers. Such staff maybe engaged in, among other things, the fulfilment of the Services. By submitting the Personal Pata, the Customers agrees to this transfer, storing or processing. The Supplier will take all steps reasonably necessary to ensure that data is treated securely.

All Personal Data the Customer provides to the Supplier is stored securely. Any payment transactions will be dealt with directly between the respective banking institutions.

Unfortunately, the transmission of Personal Data via the internet is not completely secure. Although the Supplier will do its best to protect personal data, the Supplier cannot guarantee the security of data transmitted to our website; any transmission is at the Customer’s own risk. Once The Supplier has received the Customer’s Personal Data, the Supplier will use strict procedures and security features to try to prevent unauthorised access.

The Customer’s rights. The Customer has the right to ask the Supplier not to process personal data for marketing purposes. The Supplier will usually inform the Customer (before collecting the data) if the Supplier intends use data for such purposes or if the Supplier  intends to disclose the Customer’s Personal Data to any third party for such purposes. The Customer can exercise the right to prevent such processing by checking by contacting the Supplier at joe.postings@jspcreditmanagement.co,uk.

The Act gives The Customer the right to access Personal Data held about the Customer. The Customer’s right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing the Customer with details of the Personal Data the Supplier holds about the Customer.
 

Use of the WebsiteL
The Personal Data contained in the Website is for general Personal Data purposes only. The Personal Data is provided by the Supplier and while it endeavours to keep the Personal Data up to date and correct, it makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the Personal Data, products, services, or related graphics contained on the website for any purpose. Any reliance placed on such Personal Data is therefore strictly at the Customer’s own risk.

In no event will the Supplier be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of the website.

Through the website the Customer is able to link to other websites which are not under the control of the Supplier. The Supplier has no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the Website up and running smoothly. However, the Supplier takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond its control.
his content is subject to JSP Credit Management Copyright.

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Governing law. 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), shall be governed by, and construed in accordance with the law of England and Wales.

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall 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).