Terms of Use

Terms of Use

1. These terms, together with any letter of engagement with which they are issued, form the basis of our business relationship with you and will apply to all matters carried out on your behalf. By sending us instructions and/or by asking us to start performing the services you will be deemed to have accepted these terms.

2. Services

1. 2.1.  We shall carry out the agreed services. Any additional services required will be agreed and set out in a supplementary letter specifying those additional services and their cost.
2. 2.2.  The services will be of a professional quality and we look forward to working with you to obtain the information sought and resolve the issues concerned. We will use our experience to assist you in mitigating political, security and other risk. We cannot however guarantee that the results sought will be obtained.

3. Fees

1. 3.1.  Estimates of charges are given in good faith but, unless otherwise agreed, our charges may be higher or lower than the estimates given. If we ask you to make payments on account, our charges may be higher or lower than the payments requested. We reserve the right not to proceed with work on your behalf until we have received any payment on account that has been requested.
2. 3.2.  There may be an expectation that another party, such as an insurer, will pay our charges. You will nonetheless be responsible for our charges in the event that the other party does not pay within thirty days of request.
3. 3.3.  Where we act for more than one client in relation to a single matter, each client will, unless otherwise agreed by us, be jointly and severally liable for our charges.
4. 3.4.  Fees quoted assume that reports will be written in English unless otherwise agreed. In such a case additional translation costs will be payable.

4. Client Assistance

1. Our work can only be performed on the basis of information you provide. In order to achieve the standards of service set out in the proposal letter and to represent your interests properly we need your full co-operation. It is therefore essential, and in your interests, that you provide us with the information we need to complete our work, and that the information provided is up to date, accurate and complete. Similarly, there are some areas where we must have specific instructions and cannot proceed without them.
2. You will notify us as soon as possible of any changes to information which has been supplied to us and of any new information which may be relevant to our work for you. We reserve the right to cease acting should the requirements of this clause not be met. In that event, you will be charged for work done up to the time we stop acting.
3. The report or advice we give is intended for the benefit of our named clients in respect of the particular work we are instructed to do; it is not intended to be used or relied upon by others, or for a different purpose. Accordingly, you will not disclose our report or advice to others without our consent or rely on it in connection with any other matter.

4. Copyright and other rights in material supplied by us will belong to us subject to a royalty free licence for you to use such material for proper internal use within your business.

5. Confidentiality

1. Each party will respect the confidential commercial, technical, financial and other data of a sensitive nature of the other. Neither party will use or disclose such information other than for the proper purposes of the engagement.

2. 5.2.  The following information will not be deemed to be confidential information for these purposes: i. information which at the time of disclosure is published or otherwise rightfully in the public domain; ii. information already rightfully in the possession of the discloser; iii. Information rightfully acquired from a third party, not under a duty of disclosure; or iv. Information required to be disclosed by law or other regulatory authority.
3. 5.3.  All reports and information supplied by us will be treated as strictly confidential by you and not passed to third parties without our prior written consent.

6. Requests for Information/Subpoenas

1. 6.1.  If we receive a subpoena, or similar request from a regulatory body or otherwise, for any information or materials relating to our assignment for you and which is within our custody or control we will inform you and (where appropriate) seek your consent before disclosing such requested information.
2. 6.2.  If we take any legal action or seek protection against disclosure, we will require you either to retain legal representation to represent us at your sole cost and expense or to indemnify us for the legal fees, costs and expenses, and disbursements incurred in appointing our own legal representative, and you
3. 6.3.  shall pay to us such costs on account in respect of such legal fees, costs and expenses, and disbursements.

7. Limitation of Liability

1. 7.1.  We do not accept responsibility for our work to anyone other than you.
2. 7.2.  Our liability to you for any loss or damage you may suffer will be determined in accordance with the relevant law of the countries in which we operate on your behalf, subject to the following provisions:
3. 7.3.  Our liability to you will be limited to that proportion of your loss and damage which is just and equitable having regard to the extent of your own responsibility for the loss and damage and that of any other party who may also be liable to you in respect of it.

1. Our aggregate liability to you (whether in contract, tort, breach of statutory duty or otherwise) will in any event be limited to such sum as is referred to in the engagement letter being the aggregate of fees and costs for the engagement specified, subject to a maximum liability of GBP 500,000 (or equivalent in another currency). This limit of liability applies to the aggregate of all claims that may be made against us by all of the clients named in our engagement letter and not separately to each client or to each separate incident of loss or damage.

3.2. These provisions do not apply in relation to:

● death or personal injury;
● loss or damage arising from fraud or wilful default on our part; or
● any other situations in which the limitation of our liability is prohibited by law.

8. Indemnity

1. You hereby agree to indemnify us in full against all liability, loss (including, but not limited to, all loss of profit and/or loss of commission), damages, costs, and/or expenses (including, but not limited to, all legal costs and/or expenses on a full indemnity basis, economic loss or other loss of profits, loss of business, or loss of goodwill) awarded against, and/or incurred, suffered, by us arising from, or in connection with, any loss incurred or any third party claim made against us as a result of any services or assignment conducted by us for you in accordance with your instructions. This indemnity will not apply in the case of negligence, fraud or dishonesty.

9. Payment

1. We shall invoice you at the end of an assignment or, if the assignment takes more than two months to complete, on a monthly basis.

2. 9.2.  Payment of invoices will be due no later than 14 days after receipt, and we may apply interest at current LIBOR on unpaid balances. The full amount of invoices must be received by us without deduction of bank charges (this should be stated in the instructions to the remitting bank), and without deduction of any sales or other taxes which are your responsibility.
3. 9.3.  We reserve the right to terminate our services at any time if invoices remain unpaid. If we stop acting, you will be responsible for payment of all charges incurred up to the time we cease to act. Database usage fees will be included as an expense item.
4. 9.4.  Direct out-of-pocket expenses properly incurred during the course of the engagement will be reimbursed to us at cost. The aggregate of these costs and expenses, all of which can be itemised on request, will be detailed separately.
5. 9.5.  We may apply any funds in client account which are not held for a specific purpose towards the settlement of outstanding invoices.
6. 9.6.  Where an invoice incorporates a discount (either in the invoice itself or by reference in the covering letter), such discount will only apply if you pay the full amount of the invoice within 14 days (or such longer period as stated in the bill).

10. Electronic communication

1. 10.1.  For ease of communication, we may correspond with you and others in respect of our work by unencrypted email, via the internet. You will be aware that internet email is not a secure or guaranteed means of communication, and please let us know if you would prefer us not to use internet email in respect of your work.
2. 10.2.  We may monitor electronic communications with a view to ensuring that we comply with our internal policies and applicable law.

11. Conflicts

.1. We act for many clients at any one time. Some of those clients may operate in the same industry or sector as you and some may have, or develop, commercial interests adverse to you. You agree that the fact that other current or future clients may have, or develop, commercial interests adverse to you will not prevent us, of itself, from acting for them. We will however consider our professional obligations in relation to instructions from you or any other client and we have rigorous procedures in place aimed at identifying conflicts of interest and at preserving the confidentiality of information we receive.

12. Client service

2.1. Please contact the employee responsible for the work if you would like to discuss how our service to you could be improved, or if at any time you are dissatisfied.

2.2. We will investigate complaints promptly and will respond to you in writing.

13. Data Protection

3.1. We will collect and process any personal data that you provide to us in accordance with our obligations under applicable data protection laws and regulations for the following purposes: to provide you with the services you have requested; to comply with applicable laws and regulations; for administrative purposes; and to provide you with information about us and our services.

3.2. Sometimes it may be necessary to share personal data you provide to us with other oces of the Torchlight AI or with third parties who provide services to us or on our behalf. On these occasions, we will take steps to ensure that the data is adequately safeguarded.

Where applicable, please inform us of any specific instructions you may have in relation to how we may process any personal data you provide. We will assume otherwise that you have complied with your own obligations under applicable data protection laws and regulations in providing personal data to us.

14. Non-solicitation

You agree not to employ or otherwise engage (whether directly or indirectly) any of our personnel engaged in providing services to you during the period of delivery of such services or for a period of twelve months after completion of their delivery, except with our prior written consent.

15. Termination of Retainer

1. 15.1.  We reserve the right to stop acting for you inthe event of any of the following circumstances: non-payment of an outstanding bill where a request for payment has been made; or if we consider that it is not appropriate or possible for us to act for you including, without limitation, where we consider that there is a complete breakdown in the trust and confidence between us or where we are unable to obtain clear instructions from you.
2. 15.2.  On termination of the retainer, confidential documents held by us in relation to the retainer will be delivered to you upon your request. However, if fees or disbursements remain outstanding from you, we reserve the right to exercise a lien over the papers and or property held on your behalf until such time as all our outstanding fees and disbursements are settled.16. Governing law and jurisdiction

   This agreement will be governed by English law in the case of contracts with Torchlight AI and Hong Kong law in the case of Stirling Risk Asia Limited. Unless at our entire discretion we elect otherwise, any dispute relating to this agreement or our work will be subject to the non-exclusive jurisdiction of the relevant courts and tribunals.

W:Torchlight.ai

E: info@torchlight.ai