Terms of Business.

Arch Covert Investigations, a trading name of Arch Consultancy Ltd

Company No: 15584056

Email: info@archcovert.co.uk

Telephone: 01395 925068 / 07414 447494

Website: www.archcovert.co.uk

1. ABOUT THESE TERMS

These Terms of Business set out the terms on which Arch Covert Investigations (“Arch Covert Investigations”, “we”, “us” or “our”) will provide private investigation and related services to the person or organisation instructing us (“you” or “your”).

These Terms form part of the contract between us and should be read together with the Formal Quotation issued for your particular instruction.

The Formal Quotation will set out the specific Investigation, scope of work, proposed dates, charges, deposit or advance payment and any other arrangements applicable to your instruction.

Where a specific provision in the Formal Quotation conflicts with these Terms, the Formal Quotation will take precedence for that particular instruction.

Nothing in these Terms is intended to exclude or restrict any statutory right or liability which cannot lawfully be excluded or restricted.

2. DEFINITIONS

For the purposes of these Terms:

Formal Quotation means the written quotation issued by us setting out the proposed Investigation, scope of work and applicable charges.

Investigation means the private investigation or related service described in the Formal Quotation.

Services means the Investigation and any associated services agreed between you and us.

Deposit means any advance payment specified in the Formal Quotation as being required before the Investigation commences.

Final Balance means the amount remaining payable following completion of the Investigation after taking account of the Deposit and any other payments already received.

Investigative Material means reports, photographs, video, notes, schedules, statements and other material produced or obtained as part of the Services.

Investigation Personnel means any person engaged, appointed or assigned by us to assist in providing the Services.

3. FORMATION OF THE CONTRACT

The contract between us will normally consist of:

1. the Formal Quotation;
2. these Terms of Business; and
3. any other written terms or arrangements expressly agreed between us in relation to the Investigation.

The contract will normally come into effect when you have accepted the Formal Quotation and these Terms, any required Deposit has been received, and we have confirmed acceptance of your instruction.

We will normally not commence operational work until the required acceptance and payment have been received.

Payment of a Deposit does not, by itself, guarantee that an Investigation has been accepted. We will confirm acceptance where appropriate.

Where an urgent Investigation requires an earlier commencement, we may agree in writing to commence before all administrative arrangements have been completed.

4. THE SERVICES

We will provide the Services described in the Formal Quotation with reasonable care and skill.

We will use reasonable endeavours to carry out the Investigation in accordance with the agreed scope, dates and requirements.

Investigations are inherently dependent on circumstances which may be outside our control. Dates, timings and estimated durations may therefore need to change where operational circumstances require.

We will keep you reasonably informed of material developments where appropriate.

We do not guarantee that an Investigation will produce a particular result or achieve the outcome anticipated by you.

5. YOUR RESPONSIBILITIES

You agree to:

1. provide accurate and complete information reasonably required for the Investigation;
2. cooperate with us in matters relevant to the Services;
3. provide information promptly where a material change occurs;
4. inform us of any known safety, legal or other circumstances which may affect the Investigation;
5. obtain any consent, authority or permission which is your responsibility to obtain; and
6. make payments in accordance with the agreed payment arrangements.

You must not deliberately provide materially false or misleading information or ask us to undertake an Investigation for an unlawful purpose.

Where information supplied by you subsequently proves to be materially inaccurate or incomplete, we may need to revise the scope, price, timing or operational arrangements of the Investigation.

6. LAWFUL AND APPROPRIATE INSTRUCTIONS

We will only undertake work which we reasonably consider to be lawful, proportionate and appropriate.

We may refuse, suspend or terminate an instruction where we reasonably believe that the proposed work:

• would be unlawful;
• would be disproportionate;
• would create an unacceptable safety risk;
• would involve unlawful access to information, devices or systems;
• would involve unlawful harassment, intimidation or impersonation; or
• is otherwise inappropriate for us to undertake.

We may request further information before agreeing to proceed or before continuing with an Investigation.

We are not required to follow an instruction merely because it has been requested or paid for where we reasonably consider that carrying it out would be unlawful, unsafe or otherwise inappropriate.

7. SURVEILLANCE AND INVESTIGATIVE METHODS

Where surveillance is instructed, we will determine the reasonable operational methods, positioning, equipment and personnel required having regard to the circumstances of the Investigation.

Surveillance is inherently uncertain and may be affected by factors including the behaviour of the subject, traffic, weather, visibility, access, public events, changes in routine, vehicle movements and other circumstances outside our reasonable control.

We cannot guarantee that a subject will be located, observed continuously, followed successfully or otherwise investigated throughout the agreed period.

The booking of a particular surveillance period does not guarantee that the subject will appear, travel, remain at a particular location or behave in any particular way during that period.

Where we consider additional Investigation Personnel or resources appropriate, we may recommend their use. If you choose to proceed with fewer personnel than we recommend, you acknowledge that this may increase the risk of losing the subject or otherwise affecting the effectiveness of the Investigation.

Operational decisions will be made in accordance with our professional judgement and the circumstances of the Investigation.

8. INVESTIGATION PERSONNEL AND THIRD-PARTY RESOURCES

We may use additional suitably qualified Investigation Personnel, specialist service providers or other professional resources where reasonably necessary for the Services.

This may be necessary because of the nature, duration, location or circumstances of an Investigation.

We remain responsible for managing the overall instruction and will take reasonable steps to ensure that persons engaged by us are suitable for the role they are required to perform.

Investigation Personnel and other third parties will only be provided with information reasonably required for their role and may be required to comply with confidentiality, data protection and operational requirements.

Where the Formal Quotation identifies subcontractors, specialist providers or other third-party resources, the applicable costs will be included in the quoted price or identified separately.

The use of Investigation Personnel or third-party resources does not alter the contractual relationship between you and Arch Covert Investigations.

9. OPERATIONAL DECISIONS AND ADDITIONAL WORK

During an Investigation we may need to make immediate decisions concerning positioning, movement, surveillance continuity, equipment, personnel, safety and other operational matters.

Routine operational decisions will normally be made using our professional judgement without seeking prior approval where doing so could compromise the Investigation.

Work outside the agreed scope may incur additional charges.

Where reasonably practicable, we will explain the additional work and associated cost before it is undertaken.

Material changes to the scope, duration, locations or objectives may require a revised Formal Quotation or further written agreement.

Where urgent operational circumstances make prior approval impracticable, we may incur a reasonable additional cost where necessary to protect the effectiveness or safety of the Investigation. You will be notified as soon as reasonably practicable.

We will not normally undertake additional work which materially changes the nature or purpose of the Investigation without your agreement.

10. FEES, EXPENSES AND MILEAGE

The charges applicable to your Investigation will be set out in the Formal Quotation.

Depending on the Investigation, charges may include:

• investigation or surveillance time;
• minimum booking periods;
• mileage;
• parking;
• tolls;
• accommodation or travel;
• reasonable investigation-related expenses;
• specialist services or equipment; and
• other charges expressly identified in the Formal Quotation.

Expenses must be reasonably connected with the Investigation. Where a particular mileage rate or other charge is stated in the Formal Quotation, that rate will apply to the relevant Investigation.

We may require reasonable evidence of expenditure where appropriate.

11. DEPOSIT AND ADVANCE PAYMENT

Where a Deposit or advance payment is required, the amount and payment deadline will be stated in the Formal Quotation.

A Deposit may be required to secure availability and enable us to commit personnel, vehicles, equipment, accommodation, travel arrangements or other resources required for the Investigation.

Where the Formal Quotation states that the Deposit is intended to cover anticipated subcontractor or other third-party costs, the Deposit may be used to meet those committed costs.

A Deposit is not automatically treated as non-refundable.

If an Investigation is cancelled, any refund will be determined in accordance with the cancellation provisions of these Terms, taking account of work undertaken, costs incurred or committed and direct losses reasonably arising from the cancellation.

We will take reasonable steps to minimise avoidable loss.

12. PAYMENT AND FINAL BALANCE

Following completion of the Investigation, we will calculate the Final Balance taking account of:

• the agreed charges;
• the work undertaken;
• any additional charges or expenses properly incurred in accordance with the instruction; and
• the Deposit and any other payments already received.

The Final Balance will be payable in accordance with the payment terms stated in the Formal Quotation or final invoice.

Unless otherwise agreed in writing, the Final Balance must be paid in full and cleared before the final report and completed Investigative Material are released.

Where an invoice remains unpaid after its due date, we may suspend or decline to continue providing Services until the outstanding amount has been paid, to the extent permitted by law.

Where applicable, we reserve the right to charge statutory interest and recover reasonable costs associated with recovering overdue business debts.

13. DISPUTED CHARGES

If you believe a charge is incorrect, you should notify us promptly and provide details of the amount or item being disputed.

We will review genuine disputes and provide an explanation where appropriate.

Unless otherwise agreed, undisputed amounts remain payable by the due date.

Where only part of an invoice is disputed, we may request payment of the undisputed amount while the disputed element is reviewed.

A dispute concerning one item does not automatically entitle you to withhold other sums properly due.

14. CANCELLATION BY THE CLIENT

You may request cancellation of your instruction by notifying us in writing.

If you cancel before we have undertaken work and before we have incurred or committed significant costs, we will normally refund the unused balance of any advance payment.

If you cancel after work has commenced, or after personnel, vehicles, equipment, accommodation, travel or other resources have been reserved or committed, we may deduct from any refund:

• work already carried out;
• charges relating to personnel or other resources already committed;
• costs which cannot reasonably be avoided or recovered;
• third-party costs properly incurred;
• mileage and expenses already incurred; and
• other direct losses reasonably arising from the cancellation.

We will take reasonable steps to minimise avoidable loss.

We will not retain sums which are not reasonably required to cover work carried out, costs incurred or direct losses arising from the cancellation.

Where the amount already paid does not cover legitimate charges properly due following cancellation, we may seek payment of the outstanding amount to the extent permitted by law.

15. CHANGES TO AN INVESTIGATION

We will try to accommodate reasonable requests to change the date, time, duration, location or scope of an Investigation.

Changes may result in additional charges where new personnel, travel, bookings, equipment or other resources are required.

Where a requested change cannot reasonably be accommodated and you instead cancel the original booking, the cancellation provisions above will apply.

A request to change an Investigation may be treated as a new or revised instruction where the change materially alters its scope, duration or purpose.

16. CANCELLATION OR SUSPENSION BY ARCH COVERT INVESTIGATIONS

We may suspend or terminate an Investigation where we reasonably consider that:

• continuing would be unlawful;
• information supplied by you is materially inaccurate or misleading;
• the Investigation has become disproportionate or inappropriate;
• there is an unacceptable safety risk;
• required payment has not been made;
• you request work outside the agreed scope without agreeing the additional terms or costs;
• circumstances outside our reasonable control make the Investigation impracticable; or
• other circumstances arise which make continuation unreasonable.

Where we cancel an Investigation for a reason not caused by your breach of contract, we will refund amounts paid in advance for Services not provided, subject to any lawful deduction for work already undertaken or costs properly incurred.

Where cancellation results from your breach of these Terms or from circumstances for which you are responsible, the cancellation provisions applicable to client cancellation may apply.

17. REPORTS AND INVESTIGATIVE MATERIAL

Where a written report or other completed Investigative Material forms part of the agreed Services, we will prepare the material following completion of the Investigation.

Unless otherwise agreed in writing, the final report and completed Investigative Material will be released only after all outstanding charges relating to the Investigation have been paid in full and cleared.

Investigative Material may include photographs, video recordings, schedules, logs, statements, supporting documentation and other material produced or obtained as part of the Services.

We will take reasonable steps to preserve relevant original material and maintain the integrity of original evidence.

We may provide reasonable interim updates where appropriate.

Nothing in these Terms prevents us from complying with a legal obligation requiring information or evidence to be disclosed to a court, law enforcement authority, regulator or other competent body.

18. EVIDENCE AND INVESTIGATIVE OUTCOMES

Investigative work cannot guarantee a particular result.

We do not guarantee that:

• a person will be located;
• surveillance will be successful;
• a subject will be observed continuously;
• a person will be contacted successfully;
• particular evidence will be obtained;
• information obtained will support a particular allegation;
• a person will respond to an approach; or
• the Investigation will achieve the outcome anticipated by you.

The absence of a desired result does not, by itself, mean that the Services have not been provided with reasonable care and skill.

We do not guarantee that any particular photograph, video, statement, document or other Investigative Material will ultimately be accepted as evidence by a court or other authority.

Where Investigative Material may be intended for use in legal proceedings, we will take reasonable steps to maintain appropriate records and preserve relevant evidence.

We do not provide legal advice. You should obtain independent legal advice concerning the admissibility, relevance or use of Investigative Material.

19. CONFIDENTIALITY

Both parties agree to keep confidential information received in connection with the Investigation confidential, except where disclosure is required or permitted by law or is reasonably necessary for the performance of the Services.

We may disclose information where reasonably necessary to:

• Investigation Personnel;
• specialist service providers;
• professional advisers;
• insurers;
• law enforcement authorities;
• courts or tribunals; or
• other persons where disclosure is legally required or otherwise permitted.

We will only disclose information to the extent reasonably necessary for the relevant purpose.

You agree not to knowingly disclose confidential operational information supplied by us where disclosure could reasonably compromise the safety of personnel, an ongoing Investigation, investigative methods, the identities of personnel involved or our legitimate business interests.

This does not prevent disclosure required by law or reasonably necessary to obtain legal or professional advice.

20. DATA PROTECTION AND RETENTION

We will process personal information in accordance with applicable data protection legislation.

Our Privacy Notice explains how we collect, use, store, retain and otherwise process personal information.

Depending on the circumstances of the Investigation, personal information may be processed for purposes including responding to enquiries, carrying out Investigations, communicating with clients, arranging Investigation Personnel or specialist services, preparing reports, maintaining business records, complying with legal obligations and establishing, exercising or defending legal claims.

We will take reasonable steps to ensure that personal information is handled appropriately and proportionately.

We may retain original Investigative Material for an appropriate period in accordance with our data retention practices and Privacy Notice.

We are not required to retain information indefinitely. Where material is no longer required to be retained, it may be securely deleted or otherwise disposed of in accordance with our applicable retention procedures.

21. CONTACT WITH SUBJECTS AND THIRD PARTIES

Where contact with a subject or third party forms part of the Investigation, we will determine the appropriate method having regard to the circumstances and applicable law.

We will not knowingly make false representations, unlawfully impersonate another person or claim authority which we do not possess.

We may decline to make a particular approach where we consider it unlawful, unsafe, disproportionate or otherwise inappropriate.

22. SAFETY AND EVENTS OUTSIDE OUR CONTROL

The safety of personnel, clients and members of the public will be taken seriously.

Our personnel are not required to place themselves or others in unreasonable danger in order to complete an Investigation.

We may alter, suspend or discontinue an operation where circumstances create an unacceptable safety risk.

We will make reasonable efforts to carry out the Services at the agreed time but will not be responsible for delay or non-performance caused by circumstances outside our reasonable control, including severe weather, traffic disruption, unexpected subject movements, equipment or communications failure, illness or unexpected unavailability of personnel, road closures, access restrictions or other unforeseen operational circumstances.

Where a significant delay or change occurs, we will notify you as soon as reasonably practicable.

23. EQUIPMENT AND SPECIALIST SERVICES

Investigations may involve vehicles, cameras, recording equipment, communications systems, tracking technology or other specialist equipment and services.

We will take reasonable steps to ensure that equipment and services used in connection with the Investigation are appropriate for the agreed purpose.

Where third-party equipment or services are required, their availability may be outside our direct control.

24. INSURANCE

We will maintain appropriate insurance cover for the Services provided by us.

Details of insurance cover may be provided where reasonably required and appropriate.

25. INTELLECTUAL PROPERTY

Unless otherwise agreed, intellectual property in our underlying investigative methods, procedures, templates, systems and business materials remains our property.

Reports and other work produced specifically for you may be used by you for the purpose for which the Investigation was commissioned.

You may use Investigative Material for legitimate purposes connected with the Investigation, including obtaining legal or professional advice or pursuing or defending legal proceedings.

You must not reproduce or commercially exploit our internal methods, templates or proprietary business materials without our written permission.

26. LIABILITY

Nothing in these Terms excludes or restricts liability where it would be unlawful to do so.

Subject to that, we will be responsible for losses caused by our failure to provide the Services with reasonable care and skill.

We will not normally be responsible for losses arising solely from matters outside our reasonable control or from unpredictable actions of a subject or third party, provided that we have otherwise carried out the Services with reasonable care and skill.

We will not be responsible for a failure to obtain a particular investigative result merely because the anticipated outcome was not achieved.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or restricted.

Where you are a consumer, nothing in these Terms affects your statutory rights.

27. CONSUMER CONTRACTS AND CANCELLATION RIGHTS

If you are contracting with us as a consumer, you may have statutory rights to cancel a distance or off-premises service contract.

Where applicable, those rights are not removed or reduced by these Terms.

If you expressly request that we begin providing the Services before the expiry of an applicable statutory cancellation period, we may begin work before that period expires.

Where a consumer cancels after Services have commenced following a valid request for early performance, the consumer may be required to pay for the proportion of the Services supplied up to the point of cancellation, to the extent permitted by law.

Where the Services have been fully performed following the consumer’s express request for early performance and the required acknowledgement has been given, any applicable statutory cancellation right may end.

Nothing in these Terms affects any mandatory statutory consumer right.

28. EARLY COMMENCEMENT REQUEST

Where applicable to a consumer contract, the consumer may be asked to expressly request that the Services begin before the expiry of any statutory cancellation period.

The request will be made and recorded in writing or by another appropriate durable medium.

Where required, the consumer will also be asked to acknowledge the relevant statutory consequences of requesting early performance.

29. BUSINESS CLIENTS

Where you are instructing us wholly or mainly for purposes relating to your trade, business, profession or organisation, you will generally be treated as a business client rather than a consumer.

Different statutory rights and protections may apply to business clients.

Where you are acting on behalf of an organisation, you confirm that you have authority to instruct us and agree the relevant contractual terms on its behalf.

Where specific terms have been agreed with a business client and set out in the Formal Quotation, those terms will apply to the relevant instruction.

Nothing in these Terms affects any statutory rights or protections which cannot lawfully be excluded or restricted.

30. CONFLICTS OF INTEREST

We may undertake other investigations and engagements.

We will use reasonable endeavours to identify and avoid conflicts of interest.

If we become aware of an actual conflict which materially affects your Investigation, we will notify you as soon as reasonably practicable.

Where a conflict cannot reasonably be managed, we may suspend or terminate the affected Investigation.

31. COMMUNICATIONS AND NOTICES

Unless otherwise agreed, communications relating to your Investigation may be made by email or other written electronic communication.

A notice will normally be treated as received when it is reasonably apparent that the communication has been successfully delivered.

Important contractual notices, including cancellation requests, should be provided in writing.

32. COMPLAINTS

If you have a complaint, please contact us in writing at:

Arch Covert Investigations

Email: info@archcovert.co.uk

Please provide sufficient information for us to investigate the matter.

We will review the complaint and respond within a reasonable period.

Nothing in our complaints procedure removes or limits any statutory right available to you.

33. ENTIRE AGREEMENT AND VARIATIONS

These Terms together with the Formal Quotation and any other expressly agreed written terms form the agreement between the parties concerning the relevant Investigation.

They supersede earlier discussions or representations relating to the same Investigation to the extent that those matters are inconsistent with the final written agreement.

Any material change to the agreed scope or commercial terms should be confirmed in writing.

Where a revised Formal Quotation is issued and accepted, it will form part of the contract.

Any variation to these Terms after the contract has been formed will normally require agreement where it materially affects the rights or obligations applicable to the existing instruction.

Nothing in this clause removes any rights arising from fraud or any other liability which cannot lawfully be excluded.

34. THIRD-PARTY RIGHTS

Unless expressly stated otherwise, no person other than Arch Covert Investigations and the client has the right to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.

35. SEVERABILITY

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be treated as severed to the extent necessary and the remaining provisions will continue in force.

36. GOVERNING LAW AND JURISDICTION

These Terms and any contract formed between us will be governed by the law of England and Wales.

Subject to any mandatory rights applicable to consumers, the courts of England and Wales shall have jurisdiction over disputes arising from the contract.