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.
4. Client Assistance
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.
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.
6. Requests for Information/Subpoenas
7. Limitation of Liability
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.
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.
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.
10. Electronic communication
.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.
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
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.