Before submitting your application to Apex to act as process agent for service of process issued out of the Courts of England and Wales, please read and accept our Terms and Conditions, as set out below.
- The Apex e-Service of Process product and website www.Apexprocessagent.com are operated by Apex Trust Secretaries Limited ("ATSL") and associated companies. ATSL is registered in England (Company No. 05322656) with its registered office at 125 Wood Street, London, EC2V 7AN, United Kingdom and whose principal place of business is at 125 Wood Street, London, EC2V 7AN, United Kingdom. ATSL is wholly-owned by Apex Corporate Trustees (UK) Limited (Registered in England No. 00239726) and of the same addresses and whose official website is www.Apexfundservices.com.
- It is a condition of our appointment that you are solely acting in the course (or on behalf) of a corporate or business (“You” or the “Appointor”), and not as a private individual or consumer. You warrant that: (a) the Appointor will comply with all applicable laws and regulations, now and for the duration of the Appointment; and (b) that notwithstanding the provisions of clause 17 hereof, there are no provisions of the Appointment Documents that conflict with the Appointment or these Terms and Conditions.
- Acceptance of an application (the “Appointment”) will be confirmed in a letter or other communication issued by ATSL to the Appointor (the “Final Confirmation”) following receipt of payment or upon authorisation of an on-line payment card transaction made by You. A receipt received by You from a third party payment services provider does not constitute a Final Confirmation from ATSL. ATSL shall confirm the details of the appointment in a letter issued by ATSL to the Appointor (the “Appointment Letter”), which will specify the documents (“Appointment Documents”) for which ATSL agrees to act as agent of a named Appointor for a specified period and the email, facsimile transmission and/or conventional mail delivery address details (“Delivery Address Details”) for the Appointor and any copy addressee.
- Pursuant to the Appointment, You irrevocably appoint ATSL for the term of the Appointment as process agent for the Appointor to accept service of any claim form or other document commencing legal proceedings in the courts of England and Wales that is issued in respect of any of the Appointment Documents (the “Claim Documents”). In the event that ATSL receives service in respect of a Claim Document (“Service”), as soon as reasonably practicable after accepting Service, ATSL will notify the Appointor by using any or all of the Delivery Address Details as specified in the Appointment Letter. Such notification will be copied to any copy addressee named in the Appointment Letter, and will state: (a) the name of the party issuing the proceedings, (b) the date upon which ATSL accepted Service, and (c) any stated date by which action must be taken to avoid judgment being entered against the Appointor in default of acknowledgement of service.
- ATSL will promptly send by either email, facsimile transmission or conventional mail to the Appointor all Claim Documents that it has received. The mode of transmission of the Claim Documents used by ATSL shall be chosen by ATSL at its discretion and may include some or all of the modes for which Delivery Address Details have been provided in the Appointment Letter. Where there is a material cost to such transmission, ATSL shall first notify You of such cost and the Claim Documents shall not be transmitted until that cost is paid by You in full. In addition, the Claim Documents may be subject to levies, taxes or charges en route to the specified destination. ATSL has no control over these levies, taxes or charges and cannot predict their amount. The Appointor will be responsible for arranging payment of any such levies, taxes or charges and will on demand indemnify ATSL against any such levies, taxes and charges suffered or incurred by ATSL as a result of a failure by the Appointor to make arrangements for the payment of such levies, taxes or charges.
- The Appointment shall be subject to the Appointor paying to ATSL a fee calculated during an on-line application or as notified by email based on the number of Appointment Documents specified and the duration of the Appointment in whole years. Fees may be paid on-line by payment card or bank transfer. ATSL’s standard fees schedule is available on-line or on request. Fees may be reviewed annually and revised upwards at least in line with the UK Retail Price Index (RPI).
- If the Appointor wishes to amend any details given in the application, the Appointor must inform ATSL in writing (an “Appointment Amendment”) of such proposed change. Amendments to an Appointment will be undertaken manually by ATSL and will incur an administration fee per Appointment amended, plus any additional fees relating to extra documents or extension of the period of appointment at the then current rate. No amendment will be effective until confirmed by ATSL to You in writing, following receipt of the additional fees or upon receipt of authorisation of an on-line payment card transaction made by You.
- The Appointor undertakes to pay ATSL all expenses incurred or to be incurred by ATSL in performing its duties and in relation to the Appointment. All fees, expenses and payments must be made without deduction for any taxes or other duties and if the Appointor is required by law to make any such deduction, the Appointor shall pay such additional amounts as will ensure that ATSL actually receives, net of any deductions, the amount due to ATSL. All sums, including the fee payable by the Appointor to ATSL are net of Value Added Tax. If applicable, the Appointor must add Value Added Tax to the quoted amounts, including the fees at the applicable rate. Value Added Tax (if applicable) and any other relevant taxes, will be charged at the rate in force at the time the Appointor is required to make payment.
- Notices to ATSL should be sent to firstname.lastname@example.org with a hard copy by post to Apex Trust Secretaries Limited, 125 Wood Street, London, EC2V 7AN, United Kingdom or such other address as ATSL may from time to time notify to the Appointor or publish in any revision to or update of these Terms and Conditions.
- In the event that ATSL seeks to communicate with the Appointor or to send Claim Documents to the Appointor and/or any additional addressee specified in any Appointment Letter and such communications are or appear in the opinion of ATSL to be unsuccessful, then, without prejudice to clause 12 hereof, ATSL shall have no further responsibility or liability, except that ATSL may use its reasonable endeavours to re-establish contact. ATSL shall not have any responsibility to ensure actual receipt of any communication or Claim Document by the Appointor and/or any additional addressee specified.
- The Appointment of ATSL shall terminate on the termination date specified in the Appointment Letter, subject to any extension made pursuant to any Appointment Amendment. No refund of fees paid will be made if: (i) the Appointor notifies ATSL in writing that it wishes the Appointment to cease at an earlier date; (ii) ATSL is in its sole opinion prohibited by applicable law, regulation or governmental order from acting or continuing to act on behalf of the Appointor in accordance with these Terms and Conditions; or (iii) the Appointment otherwise terminates or expires at an earlier date. Should the Appointor or its bank withdraw payment for any reason at any point during the life of the Appointment, or in the event that the fees are subject to a chargeback (an invalid or disputed on-line payment transaction), the Appointment shall immediately terminate.
- Nothing in these Terms and Conditions shall limit or exclude ATSL's liability for (i) death or personal injury caused by its gross negligence, or (ii) fraud or fraudulent misrepresentation.
To the extent permitted by applicable law:
(a) the Appointor shall waive any right of action it may have against any director, shareholder, officer, employee of ATSL or associated companies, their successors or assignees, in relation to the Appointment;
(b) the Appointor will on demand indemnify and hold harmless ATSL from and against all liabilities, claims, costs, charges and expenses incurred by ATSL in any way in relation to the Appointment, unless such liabilities, claims, costs, charges and expenses arise or are incurred or sustained as a direct result of the gross negligence, fraud or wilful default of ATSL; and
(c) ATSL shall not be liable to the Appointor, whether in contract, tort (including, without limitation, negligence), breach of statutory duty, pre-contract or other representations, or otherwise arising out of or in connection with these Terms and Conditions or under or in connection with the Appointment, for: (i) consequential, indirect or special loss or damage; (ii) any loss of goodwill or reputation; or (iii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), in each case whether or not advised of the possibility of such loss or damage and howsoever incurred.
This clause 12 shall survive the termination of the Appointment.
- ATSL will keep and use personal data (as defined in the Data Protection Act 1998 or applicable data protection laws (“DP Laws”), and any information we know from the Appointment, to carry out the services described and deal with enquiries and requests connected with the Appointment, and for any additional purposes subsequent thereto. You undertake to procure any data subject consents required for any personal data which You supply. ATSL will act in accordance with the DP Laws in relation to the processing of any such personal data and hereby warrants that: (a) ATSL will process such personal data only in accordance with your instructions; and (b) ATSL will protect such personal data in accordance with the principles of the DP Laws, including by taking appropriate technical and organisational security measures against the unauthorised or unlawful processing of such personal data and against any accidental loss or destruction of such personal data or damage to it.
- The EU General Data Protection Regulation 2016 (GDPR) provides protection to individuals by governing, amongst other things, the way in which personal information is held and used. Individuals are also afforded rights of access to such information held about them.
- You agree that Customer Data may be used so that you may be told about any products or services which might be of interest to you. You may request that Customer Data is not used for this purpose by writing email@example.com;
- You shall procure that any individual to whom Customer Data relates has received a copy of our Privacy Notice in respect of the processing of his or her data by us, our affiliated companies or subsidiaries, or any third parties who are involved in providing, or assisting us to provide, the Services, in the manner described in this clause.
- We will use and process any personal information provided by you to us which constitutes personal data as defined in the General Data Protection Regulation 2016 (“Customer Data”):
- as set out in our privacy notice found at https://apexfundservices.com/wp-content/uploads/2019/06/London-Privacy-Notice-Corporate-Services.pdf
- in accordance with the principles of the General Data Protection Regulation 2016 and the principles set out therein.
- ATSL (and other companies or affiliates within the Apex group of companies) may use information supplied by the Appointor: (a) to monitor and improve our services; and (b) to inform the Appointor by email, telephone or letter about other products or services which may be of interest to the Appointor or to request feedback on existing services. The Appointor may advise ATSL at any time by email to firstname.lastname@example.org if it does not wish to be contacted for these purposes.
- ATSL reserves the right to provide services to other clients at its sole discretion. Where ATSL considers there may be any conflict of interest in acting in more than one capacity, it has complete discretion to determine whether it may continue to act in all such capacities with or without the consent of any relevant parties or whether it should cease to act in one or more such capacities. You acknowledge that notwithstanding that a conflict of interest may exist ATSL shall be entitled to retain any benefit, whether direct or indirect and including any fees or commissions.
- These Terms and Conditions and each Appointment Letter and each Final Confirmation form the entire agreement between You and ATSL. Nothing in any Appointment Document shall override these Terms and Conditions and ATSL shall not and shall not be deemed to have notice of any provision of any Appointment Document. Notwithstanding the foregoing, to the extent that there is any conflict between the provision of any Appointment Document and these Terms and Conditions, these Terms and Conditions shall prevail. Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are excluded by ATSL, to the fullest extent permitted by law. If any of these Terms and Conditions are determined by a competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
- You must not use the name, logo, branding or other corporate devices of any company within the group headed by Apex plc without our prior written approval. Nothing in these Terms and Conditions shall constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.
- The Appointment is binding on You and ATSL and on our respective successors and assignees. The Appointor may not transfer, assign, charge or otherwise dispose of an Appointment, or any of your rights or obligations arising under it, without our prior written consent. ATSL may transfer, assign, charge, sub-contract or otherwise dispose of an Appointment, or any of our rights or obligations arising under it, at any time during the term of the Appointment.
- ATSL will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that are caused by events outside its reasonable control, including (without limitation):
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks, including (without limitation) the internet; and
- the acts, decrees, legislation, regulations or restrictions of any government, (each a "Force Majeure Event").
ATSL's performance of the Appointment is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Appointment may be performed despite the Force Majeure Event.
- ATSL may revise these Terms and Conditions from time to time, to reflect changes including to market conditions affecting our business, and to relevant laws and regulatory requirements. In the event that any such change materially increases the cost of delivery of the Appointment, ATSL may give written notice to the Appointor and the Appointor shall have the right to terminate. Payments due in relation to any Appointment not terminated by the Appointor after such notice shall be at the increased rate and subject to termination by ATSL if payment is not made in full.
- No person other than a party to the Appointment shall have the right by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term (express or implied) of the Appointment. This does not affect any right or remedy of a third party which may exist or be available apart from that Act.
- The Appointment and these Terms and Conditions and any non-contractual obligations arising out of or in connection with the Appointment and these Terms and Conditions (and any dispute relating to them) shall be governed by and construed in accordance with English law. All parties to the Appointment submit irrevocably to the exclusive jurisdiction of the courts of England and Wales.