Terms of Business

SENSIBLE COLLECTIONS

TERMS OF BUSINESS

Version: 1.0

Effective date: [DATE]

These Terms of Business apply to services supplied by Sensible Collections Limited, company number [COMPANY NUMBER], whose registered office is at [REGISTERED OFFICE] (“Sensible Collections”, “we”, “us” or “our”).

1. Definitions

In these Terms:

• Ancillary Charges means any agreed third-party costs, disbursements or additional charges incurred in providing the Services.
• Client means the person, company, partnership or other business instructing Sensible Collections.
• Debt means any commercial sum which the Client states is due and payable by a Debtor and instructs us to recover.
• Debtor means the person or organisation stated by the Client to owe the Debt.
• Engagement Letter means the document, email, online instruction or other written communication setting out the agreed Services, fees and any case-specific terms.
• Monies Recovered means any money, credit, set-off, returned goods or other financial benefit received in satisfaction or reduction of a Debt, whether received by us, the Client, a connected person or another person acting for the Client.
• Services means commercial debt-recovery and related services provided by us under these Terms and the Engagement Letter.

2. Application of these Terms

2.1 We provide the Services only on these Terms, together with the relevant Engagement Letter and any agreed fee schedule.

2.2 If there is any conflict, the Engagement Letter takes priority, followed by these Terms and then any fee schedule.

2.3 A contract is formed when the Client:

• signs or accepts an Engagement Letter;
• submits a Debt for collection;
• instructs us to begin work; or
• otherwise accepts these Terms in writing or electronically.

2.4 Any variation must be agreed in writing by an authorised representative of Sensible Collections.

3. Scope of Services

3.1 We will take reasonable steps to recover the Debt and will provide the Services with reasonable care and skill.

3.2 The Services may include:

• reviewing information and supporting documents;
• contacting the Debtor by letter, telephone, email or other appropriate means;
• requesting payment;
• investigating and reporting disputes;
• negotiating payment arrangements and proposed settlements;
• issuing appropriate pre-action correspondence;
• tracing or obtaining commercial information through lawful sources; and
• referring matters to solicitors, insolvency practitioners, enforcement agents or other specialists with the Client’s approval.

3.3 We do not guarantee that any Debt will be recovered.

3.4 We may decide not to accept, continue or escalate a case where we reasonably consider that:

• the Debt cannot be adequately evidenced;
• the Debt is disputed or legally uncertain;
• recovery is unlikely to be commercially proportionate;
• the Debtor is insolvent or has no apparent means to pay;
• the instruction creates legal, regulatory, reputational or compliance risk;
• the Client has not provided necessary information or instructions; or
• continuing would be unlawful or inappropriate.

3.5 We do not provide regulated consumer debt-collection services. The Client must not instruct us in relation to:

• personal or household debts;
• debts arising under regulated credit agreements or regulated consumer hire agreements; or
• any matter requiring a regulatory permission which we do not hold.

3.6 A Debt incurred by a sole trader or individual acting in the course of business may be accepted only where we are satisfied that the underlying arrangement and proposed Services are not regulated activities.

4. Appointment and Authority

4.1 The Client appoints us as its agent solely for the purpose of providing the Services.

4.2 The Client authorises us to:

• communicate with the Debtor and relevant third parties in the Client’s name or on its behalf;
• request payment and supporting information;
• discuss the Debt and any dispute concerning it;
• propose or discuss payment arrangements and settlements;
• obtain appropriate commercial, tracing and credit information; and
• liaise with approved solicitors, enforcement agents, insolvency practitioners and other service providers.

4.3 We will not, without the Client’s prior written authority:

• accept less than the amount due in full and final settlement;
• waive principal, interest, compensation or costs;
• agree a payment arrangement outside any authority stated in the Engagement Letter;
• commence court or insolvency proceedings;
• incur material third-party costs; or
• take enforcement action.

4.4 Any settlement or payment authority given by the Client may be set out in the Engagement Letter, instruction form, email or another written instruction.

5. Client Responsibilities

5.1 The Client confirms that:

• it is entitled to recover the Debt and appoint us to act;
• the Debt is due, valid and enforceable to the best of its knowledge;
• the information supplied is complete, accurate and not misleading;
• it has disclosed any dispute, defence, counterclaim, credit, set-off or relevant correspondence;
• it has complied with its contractual and legal obligations relating to the Debt; and
• the Debt and our collection of it do not involve a regulated activity for which we lack permission.

5.2 The Client must promptly provide:

• invoices and statements;
• contracts, terms and conditions or purchase orders;
• proof of delivery or performance;
• relevant correspondence;
• details of any dispute or complaint;
• accurate Debtor information; and
• any further documents or instructions reasonably requested.

5.3 The Client must notify us immediately of:

• any payment or credit relating to the Debt;
• direct contact from the Debtor;
• any settlement, payment plan or other arrangement;
• any new dispute or information affecting the Debt;
• any legal or insolvency proceedings; and
• any material error in information previously supplied.

5.4 Unless otherwise agreed, the Client must not instruct another collection agency or solicitor to recover the same Debt while our instruction remains open.

5.5 The Client remains responsible for all commercial decisions, including whether to accept a settlement, commence proceedings or incur third-party costs.

6. Fees and Commission

6.1 The Client will pay the fees, commission and Ancillary Charges stated in the Engagement Letter or applicable fee schedule.

6.2 Unless otherwise agreed, commission is calculated on all Monies Recovered after the Debt is instructed to us, including:

• payments made directly to the Client;
• payments made to us or another representative;
• payments made to a connected company or person;
• credits, set-offs and contra arrangements;
• returned goods accepted in reduction of the Debt; and
• payments made under a settlement or payment arrangement negotiated during our instruction.

6.3 Commission becomes due when Monies Recovered are received, credited, agreed or otherwise become available to the Client.

6.4 The Client must notify us of direct recoveries within five business days and provide sufficient information for us to calculate the fees due.

6.5 If the Client withdraws a Debt, commission remains payable on:

• Monies Recovered before withdrawal;
• any settlement or payment arrangement agreed or substantially negotiated before withdrawal; and
• Monies Recovered within four months after withdrawal where the recovery is connected with work carried out by us.

6.6 Agreed third-party costs and disbursements are payable whether or not the Debt is recovered.

6.7 We may require payment of third-party costs in advance.

6.8 VAT will be added where applicable.

7. Invoices and Payment

7.1 We may deduct fees, commission and Ancillary Charges from any money held for the Client where legally and contractually permitted.

7.2 Any amount not deducted from recovered funds will be invoiced to the Client.

7.3 Invoices are payable within 14 days of issue unless otherwise agreed.

7.4 We may charge statutory interest, compensation and reasonable recovery costs on overdue invoices where legally available.

7.5 The Client may not withhold or set off payment against any amount due to us unless the amount has been agreed in writing or finally determined by a court.

7.6 We may suspend the Services while any undisputed invoice or requested advance payment remains overdue.

8. Payments Received from Debtors

8.1 Unless otherwise agreed, Debtors will be asked to make payment directly to the Client.

8.2 Where the Engagement Letter permits us to receive payments, we will:

• hold recovered funds separately from our operating funds;
• account for all amounts received;
• deduct any fees and charges properly due; and
• remit the balance to the Client after the payment has cleared and been reconciled.

8.3 Unless otherwise agreed, cleared funds will be remitted within 14 business days.

8.4 We may delay or refuse a payment where reasonably necessary to:

• verify the Client’s identity or bank details;
• investigate suspected fraud or error;
• comply with legal, regulatory or banking obligations;
• deal with a recalled, reversed or disputed payment; or
• protect against payment to an unauthorised recipient.

8.5 We are entitled to rely on bank details supplied through an agreed and verified communication channel. The Client must notify us immediately if those details change.

9. Interest, Compensation and Recovery Costs

9.1 Where instructed, we may seek contractual interest, statutory interest, fixed compensation or recovery costs which the Client reasonably believes it is entitled to claim.

9.2 The Client is responsible for confirming its legal entitlement to those amounts.

9.3 Unless otherwise agreed, any interest, compensation or recovery costs obtained form part of the Monies Recovered for commission purposes.

9.4 We do not guarantee that any additional interest, compensation or costs will be accepted by the Debtor or awarded by a court.

10. Disputes

10.1 If the Debtor disputes the Debt, we may request further evidence and information from the Client.

10.2 The Client must provide timely instructions and all relevant information, including information that may weaken its position.

10.3 We may suspend recovery activity while a material dispute is investigated.

10.4 We may close or refer a disputed matter where we reasonably consider that it requires legal advice, expert evidence or determination by a court.

11. Legal and Insolvency Proceedings

11.1 Sensible Collections is not a law firm and does not conduct litigation or provide reserved legal services.

11.2 We may provide general information about available recovery options, but this does not constitute legal advice.

11.3 No court, enforcement or insolvency action will be commenced without the Client’s prior written approval.

11.4 Where legal action is appropriate, we may introduce or refer the Client to an independent solicitor or other authorised provider.

11.5 The Client will normally contract directly with that provider and will be bound by its separate terms of business.

11.6 The Client remains responsible for:

• deciding whether to proceed;
• the accuracy of evidence and instructions;
• court fees, legal fees and disbursements; and
• any adverse costs or other risks arising from proceedings.

11.7 We may liaise with the appointed provider and assist with the transfer of information, provided that we do not undertake any activity which we are not authorised to perform.

11.8 Legal, court, enforcement and insolvency costs may not be recoverable from the Debtor. Any estimate is indicative unless expressly stated otherwise.

12. Data Protection

12.1 Each party must comply with applicable data-protection legislation, including the UK GDPR and the Data Protection Act 2018 as amended.

12.2 The Client confirms that it has a lawful basis for providing personal data to us and for instructing us to process that data for the purposes of debt recovery.

12.3 The Client must provide any privacy information required before transferring personal data to us.

12.4 The parties’ respective roles as controller, joint controller or processor will depend on the relevant processing activity.

12.5 Where each party determines its own purposes and means of processing, each party will act as an independent controller.

12.6 Where we process personal data solely on the Client’s documented instructions as a processor, the parties will comply with any applicable data-processing agreement.

12.7 We may process personal data where reasonably necessary to:

• provide and administer the Services;
• communicate with the Client, Debtor and relevant third parties;
• verify identities and prevent fraud;
• manage disputes, complaints and legal claims;
• comply with legal and regulatory obligations; and
• maintain appropriate business and case records.

12.8 We may share relevant information with solicitors, enforcement agents, insolvency practitioners, tracing providers, technology providers, professional advisers and other persons reasonably required to provide the Services, subject to appropriate confidentiality and data-protection safeguards.

12.9 Each party must maintain appropriate technical and organisational security measures and notify the other without undue delay of any personal-data breach materially affecting the Services.

12.10 Further information about our processing of personal data is set out in our Privacy Notice.

13. Confidentiality and Records

13.1 Each party must keep confidential all non-public commercial, financial and operational information received from the other.

13.2 Confidential information may be disclosed:

• where required to provide the Services;
• to professional advisers and approved service providers;
• where required by law, regulation or court order; or
• with the other party’s consent.

13.3 We will maintain appropriate records of material activity carried out on each case.

13.4 We may retain records after a case closes where reasonably necessary for legal, regulatory, insurance, accounting, complaint-handling or legitimate business purposes.

14. Electronic Communications and Technology

14.1 The parties may communicate and give instructions by email, electronic portal, electronic signature or another agreed digital method.

14.2 The Client accepts the ordinary risks associated with electronic communications and must maintain appropriate security over its accounts and authorised users.

14.3 We may rely on instructions which reasonably appear to have been sent by an authorised representative of the Client.

14.4 We may use secure software, automation and other technology to assist with administration, document review, correspondence, reporting and case management.

14.5 We remain responsible for the Services performed by us and will apply reasonable human oversight where appropriate.

15. Complaints and Call Recording

15.1 Complaints will be handled in accordance with our Complaints Procedure.

15.2 Complaints should be sent to:

Email: [COMPLAINTS EMAIL]

Address: [COMPLAINTS ADDRESS]

15.3 We may record telephone calls for training, monitoring, evidential, security and complaint-handling purposes. Where required, callers will be informed that recording is taking place.

16. Suspension and Termination

16.1 Either party may terminate the overall business relationship by giving 30 days’ written notice.

16.2 Termination of the overall relationship does not automatically cancel active payment arrangements, settlements or third-party instructions unless agreed in writing.

16.3 We may suspend or terminate any instruction immediately where:

• the Client breaches these Terms;
• the Client fails to pay an undisputed amount when due;
• the Client fails to provide required information or instructions;
• information supplied is inaccurate, incomplete or misleading;
• the Client or Debtor becomes insolvent;
• continuing is no longer commercially proportionate;
• the instruction may involve unlawful or regulated activity;
• continuing may expose us or another person to legal, regulatory, financial or reputational risk; or
• the Client asks us to act unlawfully, improperly or contrary to professional standards.

16.4 On termination:

• all fees, commission, costs and expenses already due become payable;
• provisions relating to later recoveries continue for the period stated in clause 6.5; and
• clauses intended to survive termination remain in force.

17. Liability

17.1 Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any liability which cannot lawfully be limited or excluded.

17.2 Subject to clause 17.1, we are not liable for:

• failure to recover any Debt;
• any action taken in reasonable reliance on information or instructions supplied by the Client;
• any act or omission of an independent solicitor, enforcement agent, insolvency practitioner or other third-party provider;
• any decision by a Debtor, court, bank, public authority or other third party;
• loss caused by inaccurate or fraudulent payment instructions which we could not reasonably have identified; or
• any indirect or consequential loss, loss of profit, loss of opportunity, loss of goodwill or loss of anticipated savings.

17.3 Subject to clause 17.1, our total aggregate liability arising from or connected with a Debt will not exceed the amount of that Debt.

17.4 Nothing in these Terms requires either party to take any action which would be unlawful.

18. Client Indemnity

18.1 The Client will indemnify us against reasonable losses, liabilities, claims, costs and expenses arising from:

• a material breach of these Terms by the Client;
• inaccurate, incomplete or misleading information supplied by the Client;
• a claim that the Client was not entitled to recover the Debt or appoint us;
• an unlawful or unauthorised instruction from the Client;
• the Client’s failure to disclose a dispute, defence, counterclaim, payment or relevant fact;
• third-party costs properly incurred with the Client’s authority; or
• a recovered payment being reversed or recalled after money has been remitted to the Client.

18.2 This indemnity does not apply to the extent that the loss was caused by our negligence, fraud or material breach of these Terms.

19. General

19.1 Neither party may assign this agreement without the other party’s written consent, except that we may assign it as part of a sale or transfer of our business.

19.2 We may use employees, contractors and service providers to perform the Services, but remain responsible for our contractual obligations.

19.3 Neither party is liable for delay or failure caused by circumstances outside its reasonable control, provided it takes reasonable steps to reduce the effect of the event.

19.4 A failure or delay in enforcing a right does not waive that right.

19.5 If any provision is found invalid or unenforceable, the remaining provisions will continue in force.

19.6 These Terms and the Engagement Letter constitute the entire agreement relating to the Services and replace prior discussions or representations concerning them.

19.7 A person who is not a party to the agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

19.8 Notices may be sent by email or post to the most recent contact details notified by the receiving party.

19.9 These Terms and each instruction are governed by the law of England and Wales.

19.10 The courts of England and Wales have exclusive jurisdiction over any dispute arising from them.