Terms and Conditions
1. Adjusting Services Limited
Adjusting Services Limited are a company registered in England and Wales with registration number 1200890 and registered office at 50 St Mary Axe, London, EC3A 8FR. Adjusting Services Limited and its majority owned subsidiary companies (including overseas subsidiaries) are referred to collectively in this document as “ASL”. ASL offer loss adjusting, forensic accounting, alternative dispute resolution, claims management and related services.
2. The Client
In this document the “Client” means the reinsurers, insurers, any subscribing or following markets, companies or individuals who instruct ASL. The Client will provide ASL with all necessary information, assistance and cooperation so that ASL can perform the services.
All work carried out by ASL for the Client is subject to these Terms and Conditions, except to the extent otherwise expressly agreed in writing in which case those terms shall prevail over these Terms and Conditions.
4. Scope of Work
The work to be undertaken by ASL should be clearly described by the Client at the outset but can of course be modified thereafter.
5. Conflicts of interest
ASL may cease from acting in certain matters if a conflict of interest exists or may exist. ASL will endeavour to identify any such conflict at an early stage.
6.1 ASL’s fees are charged on the basis of the time spent and expenses incurred unless agreed otherwise. Time is charged at an appropriate hourly / daily rate for the person engaged and includes, for example, meetings with the Client and others, correspondence, telephone calls, consideration and preparation of documents and travelling. Expenses are charged at cost.
6.2 ASL are entitled to bill outstanding fees and expenses at monthly intervals or other periodic intervals which ASL regard as appropriate.
6.3 Payment of fees is due within 30 (thirty) days of delivery of the relevant invoice. ASL reserve the right to charge interest on invoices remaining unpaid after 30 (thirty) days from the date of delivery.
6.4 Any estimates of fees are given in good faith, but unless otherwise specified are not contractually binding and fees may be higher or lower than the estimates given.
7.1 The Client may terminate their instructions to ASL in writing at any time but will remain liable for ASL’s fees incurred up until that date. ASL will be entitled to keep any materials held on the Client’s behalf until any outstanding fees, expenses and VAT have been paid.
7.2 ASL reserve the right for good reason to stop acting for the Client, for example if the Client fails to pay ASL’s charges or if a conflict of interest arises.
8. Limitation of liability
8.1 The Client accepts that given the large amounts that may be at risk ASL cannot be expected to purchase professional indemnity insurance for the full amount of any such risk, and the Client acknowledges that it is reasonable for ASL to arrange professional indemnity cover up to an amount of £1 million.
8.2 ASL’s total liability to the Client shall not exceed £1 million. This limit shall be an aggregate limit which will apply to any and all claims against ASL in respect of matters arising from one original cause or arising from or in any way connected with ASL’s engagement by the Client in relation to the Scope of Work or any and all related matters.
8.3 Where ASL acts on any matter for multiple Clients, for example a following market, the single limit referred to at clause 8.2 above will apply to be shared by all such Clients.
8.4 If the Client would like ASL to have a higher limit for any particular matter please contact ASL to discuss this.
8.5 The Client’s relationship will be solely with ASL, and ASL will have sole legal liability for the work done for the Client and any act or omission in the course of that work. No individual director, officer, employee, agent or consultant of ASL will have any personal legal liability for that work whether in contract, tort (including without limitation negligence) or otherwise. In particular, the fact that an individual director, officer, employee, agent or consultant signs any letter, email or other document in his or her own name in the course of carrying out that work will not mean that he or she is assuming any personal legal liability separate to that of ASL.
8.6 The Client agrees that (other than in the event of fraud) any claim brought in respect of a matter upon which ASL are instructed will be made against ASL and not against any director, officer, employee, agent or consultant of ASL.
8.7 All reports, interpretations, research, analysis, recommendations, advice or interpretational data provided by ASL are opinions. The Client assumes full responsibility for the use of such opinions and for all resulting decisions and ASL shall not be liable for any claims arising out of such use by the Client.
8.8 These Terms and Conditions only apply to exclude or limit liability to the extent permitted by law and (without limitation) nothing in these Terms and Conditions shall operate to exclude or limit liability for fraud.
ASL’s communications with the Client and third parties may include communication by electronic means. Electronic communication of information cannot be guaranteed to be secure or error or virus free and its confidentiality may be vulnerable to access by unauthorised third parties. ASL accepts no responsibility or liability to the Client in respect of any loss arising from or in connection with the electronic communication of information in relation to work undertaken. Email messages sent to or from ASL’s systems are not confidential to any named individual at ASL and ASL reserves the right to read them at any time.
10. Intellectual property
Unless otherwise expressly agreed in writing, ASL owns the rights in the work product that ASL produces in providing services to the Client.
11. Force majeure
It is agreed that neither party will be liable to the other for any delay or failure to fulfil obligations caused by circumstances outside their reasonable control.
12. Third parties
12.1 ASL do not accept any responsibility to third parties in relation to the matters on which ASL are instructed by the Client. ASL shall not therefore be liable for any claims made by third parties relying on ASL’s reports, interpretations, research, analysis, recommendations, advice or interpretational data.
12.2 For the purposes of the Contracts (Rights of Third Parties) Act 1999, ASL’s services are provided solely for the benefit of the Client and these Terms and Conditions are enforceable only by the Client and ASL, and not by any third party.
13. Rights and remedies
13.1 The rights and remedies available to ASL by virtue of these Terms and Conditions are without prejudice to any other rights or remedies available to ASL.
13.2 Any failure by ASL to exercise, or delay by ASL in exercising, a right or remedy provided by these Terms and Conditions or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.
14. Law and jurisdiction
These Terms and Conditions are governed by and construed in accordance with English law. Subject to any alternative dispute resolution procedure agreed from time to time, any dispute between ASL and the Client will be subject to the exclusive jurisdiction of the English Courts.