Terms & Conditions of Sterling Outsourcing Sp. z o.o.

(trading as Sterling Debt Recovery and Universal Debt Recovery)

Debt Collection Service (DC01)

1. DEFINITIONS
In this Contract the following word or words shall have the following meanings:
1.1. ‘Agent’ means a third party appointed by Sterling to assist with the collection of a debt on behalf of the Client, such as a Solicitor, Process Server, Tracing Agent, Enquiry Agent, or some other individual, company or organisation that Sterling considers appropriate to employ or instruct on behalf of the Client;
1.2. ‘Client’ means the individual, company or organisation that instructs Sterling on the terms set out in this Contract or as notified by Sterling to the Client from time to time.;
1.3. ‘Commission’ means Sterling’s charges for its Debt Collection Service, expressed as a percentage of the amount of Debt recovered by Sterling, i.e. the percentage set out in clause 6 or Schedule 1 on the amount of Debt paid by the Debtor or third party on its behalf after the Effective Date;
1.4. ‘Debt’ means the full amount due to the Client from a third party, as set out in an Instruction to Sterling or as determined by Sterling following an analysis of the relevant documents, including any contractual or statutory interest, late fees, legal fees and debt recovery compensation;
1.5. ‘Debt Collection Service’ means the service that Sterling agrees to provide to the Client;
1.6. ‘Debtor’ means a customer of the Client who owes money to the Client;
1.7. ‘Effective Date’ shall mean the date an Instruction is submitted to Sterling by any means, including without limitation the date an Instruction is submitted to Sterling by e-mail;
1.8. ‘Instruction’ means any request to recover a Debt submitted to Sterling in writing by any means, whether or not it correctly identifies the Debtor. For the avoidance of doubt, the client’s failure to correctly identify the Debtor shall not render an Instruction void;
1.9. ‘Sterling’ means Sterling Outsourcing Sp. z o.o., a company based in Krakow, Poland and registered in the Polish commercial register under number KRS 0000288699;

2. OBLIGATIONS OF Sterling
2.1. Sterling agrees to deliver the Debt Collection Service in accordance with these Terms and any schedules, appendices and addendums hereto, including the GDPR addendum.
2.2. Following receipt of an Instruction to perform a Debt Collection Service, Sterling shall use its best endeavours to collect the Debt.
2.3. Sterling and/or its Agents will carry out the work required to recover the Debt(s) during the course of normal working hours and within a reasonable time.
2.4. Sterling undertakes to exercise discretion and reasonable care and skill whilst collecting a Debt.
2.5. Sterling accepts no responsibility for failure to collect a Debt.
2.6. The Debt Collection Service may run in conjunction with the Sterling Credit Control Service. Sterling will seek written instruction (fax or email) from the Client before initiating the Debt Collection Service for a Debtor.
2.7. Where a Debt is paid directly to Sterling, Sterling shall transfer funds to the Client within 30 days of the Debt clearing in Sterling’s account, less any fees payable to Sterling.
2.8. Where Sterling reach an arrangement for payment of a Debt to be made according to a payment plan or schedule, Sterling shall have the right to retain funds for 3 months or until the full Debt is paid, whichever is sooner.

3. THE CLIENT’S OBLIGATIONS
3.1. The Client agrees to respond to Sterling’s reasonable requests for instructions, information and documents to enable Sterling to fulfil its obligations under this contract.
3.2. The Client shall permit Sterling or any other person authorised by Sterling to have reasonable access to details of their Debtor records and provide such reasonable assistance as requested by Sterling to enable them to carry out their obligations under this Contract.
3.3. The signatory or person or organisation that submits a request for services declare that they have the proper authority to do so and agree to be liable for any fee or other as a result of that submission.

4. INSTRUCTIONS TO RECOVER DEBTS
4.1. The Client shall submit Instructions to recover Debts by e-mail or other written form, providing sufficient details of the Debtor, the amount due and documentary evidence of the Debt (e.g. invoice, contract, purchase order, correspondence).
4.2. The Effective Date of the Instruction to recover a Debt shall be the date of the first e-mail or other correspondence to Sterling concerning the Debt, providing sufficient detail for the Debtor to be identified.
4.3. Following the Effective Date of an Instruction, any amount of the Debt paid by the Debtor or 3rd party on its behalf whether payment is remitted to Sterling, directly to the Client or to a third party directly in any form, including without limitation, by cheque, bank transfer or set-off, shall give rise to an obligation to pay the agreed rate of Commission for Sterling’s services, regardless of the number or value of services actually rendered at that time.

5. PAYMENTS
5.1. Sterling shall charge the Commission for the Debt Collection Service as detailed in clause 6 or Schedule 1 of this agreement, unless otherwise agreed in writing.
5.2. The Client shall pay Sterling’s Commission directly to Sterling’s nominated bank account by bank transfer.
5.3. Sterling may request payment on account of disbursements to fund the services of an Agent at its discretion, with any remaining balance being due at an agreed later date. The Client will be provided with a fee sheet by Sterling detailing Solicitor’s charges prior to the commencement of any legal action. No legal action will be taken without the Clients prior agreement.
5.4. If the parties agree that legal action should be commenced to recover the Debt, the Client authorises Sterling to instruct a solicitor on the Client’s behalf and to disclose any documents and information Sterling holds regarding the Debt. The instruction of a solicitor in respect of the Debt shall be without prejudice to Sterling’s right to Commission. Notwithstanding the
above, any solicitor instructed by Sterling on the Client’s behalf will act for the Client directly under the solicitor’s own terms of business. Unless the Client is advised otherwise, Sterling shall instruct Douglas Hogg of Sterling Legal, a sole practitioner with a valid SRA practising certificate based in our Kraków office. His fees and terms of business are available on request.
5.5. All sums due under this Contract shall be paid in full without set-off.
5.6. After the Effective Date, the Client will be liable for any costs incurred by Sterling on its behalf. Sterling will not incur costs without prior written permission from the Client.
5.7. All payments due to Sterling in respect of its Commission and disbursements are payable within 14 days, unless otherwise agreed in writing with Sterling.
5.8. Sterling reserves the right to amend or vary these Terms and Conditions, and in particular the Commission rates from time to time but any such amendments/variations shall only have effect upon notification to the client in writing. These Terms and Conditions constitute the entire agreement between the Client and Sterling and supersede any prior written or oral agreement unless specifically agreed in writing.
5.9. If a Client does not pay Sterling’s invoices within 14 days as set out at section 5.6, Sterling reserves the right to charge interest at 8.5% per annum and charge the Client the costs of debt recovery amounting to 12% of the amount due, which the Client hereby acknowledges to be reasonable.
5.10. If the Client has a query with any invoice raised by Sterling, notification of such query must be detailed in writing to Sterling within 30 days from the date of the invoice. If no query is received within that time then the invoice will be deemed payable.

6. CHARGES
6.1. Sterling’s rates of Commission are as follows, unless special rates have been agreed in Schedule 1:
6.1.1. Sterling’s basic rate of Commission, where the Debtor is based in the United Kingdom and the Debt is governed by English law, is 12% of the amount of Debt paid by the Debtor or 3rd party on its behalf;
6.1.2. Where the Debtor is located outside the UK or the Debt is governed by a law other than the law of England and Wales, Sterling’s rate of Commission will be 20% of the amount of Debt paid by the Debtor or 3rd party on its behalf;
6.1.3. Where the Debt is more than 24 months old at the time of the Instruction (based on the original invoice date or order date, whichever is earlier), Sterling’s rate of Commission will be 20% of the amount of Debt paid by the Debtor or 3rd party on its behalf;
6.1.4. Where the Debt is a 2nd referral (i.e. the debt has already been referred to a debt collection agency or solicitor and returned uncollected), Sterling’s rate of Commission will be 25% of the amount of Debt paid by the Debtor or 3rd Party on its behalf;
6.1.5. Where the Client has submitted a claim itself and wishes Sterling to take over the case, Sterling’s rate of Commission will be 25% of the amount of Debt paid by the Debtor or 3rd party on its behalf.
6.2. Sterling reserves the right to charge a minimum fee of £50 for each Debt where Sterling is successful in recovering the Debt value or a lower settlement figure is agreed with the Client.
6.3. Where the Client agrees to accept goods or services in lieu of the Debt, it will be assumed that the goods or services are equal in value to the Debt for the purpose of calculating Commission, unless otherwise agreed in writing between the Client and Sterling.
6.4. If the parties have agreed a special rate of Commission in Schedule 1:
6.4.1. this rate shall only apply if the Client has observed all other terms hereof, including without limitation, the obligation to pay the agreed amount of Commission to Sterling within 30 days. For the avoidance of doubt, in the event that any term hereof is breached, the Client shall pay Sterling the rates of Commission set out in clause 6.1 hereof;
6.4.2. this rate can be varied by agreement between the parties if the actual or recoverable amount of the Debt differs significantly, i.e. by more than 25% of the amount stated in the Instruction.
6.5. The Client shall be responsible for and shall indemnify Sterling against all costs and fees incurred by Sterling on its behalf from the time it receives the Client’s instructions until such time as it is either notified by the Client that no further action is required, the Debt is paid, the debt becomes irrecoverable or the instructions are terminated. Any such notification from the Client must be made in writing. Sterling will not incur costs and fees on behalf of the Client without prior written authorisation.
6.6. If a Debt is paid directly to the Client in whole or in part, or if the Client accepts goods or services in lieu of the Debt, or if it is found that the Debt was already paid prior to the Client instructing Sterling then the Client:
6.6.1. shall inform Sterling immediately and confirm the position in writing by post or email;
6.6.2. shall be responsible for all costs and fees incurred by Sterling until it receives such notification;
6.6.3. shall be responsible in any event for Sterling’s fees calculated in accordance with section 6.1.
6.7. All Sterling’s Commission, charges and other costs and expenses incurred on the Client’s behalf attract VAT which shall be payable at the prevailing rate in accordance with legislation from time to time in force.
6.8. The Client hereby authorises Sterling to request and receive payments in respect of any of the Client’s debts directly to Sterling’s bank account.

7. TERMINATION OF THE CONTRACT
7.1. The Contract cannot be terminated by the Client without the written agreement of Sterling and if the Contract is terminated, by agreement, the Client will be liable to pay Sterling a sum equivalent to the Commission that Sterling would have received upon recovery of the Debt.
7.2. Sterling reserves the right to suspend the provision of supply of services until further notice without liability to the Client on notifying the Client either orally or in writing in the event that: The Client is in breach of any material term of this Contract; or Sterling is obliged to comply with an Order of any relevant authority.
7.3. The Client shall reimburse Sterling for all reasonable costs and expenses incurred by the implementation of such suspension and/or the recommencement of the provision of the service.

8. LIABILITY
8.1. Sterling shall not be liable to the Client in contract, tort or otherwise, including liability for negligence, for any loss of revenue, business, anticipated savings or profit or any indirect or consequential loss however arising.
8.2. Sterling shall have no liability to the Client for any loss, delay or costs relating to or arising out of incomplete or inaccurate instructions from the Client.
8.3. Neither party shall be liable to the other for any loss or damage, which may be suffered by the other party due to any cause beyond the control of the parties.

9. LIEN
9.1. In the event that the Client fails to pay any amount due to Sterling, Sterling shall be entitled to exercise a lien over all documents, papers and correspondence it holds in connection with the Client’s business until payment by the Client of all sums due.

10.DATA PROTECTION
10.1 Where Sterling receives any personal data from the Client, it shall ensure that it fully complies with the provisions of the GDPR Addendum hereto and only deals with the data to fulfil its obligations under the contract.

11.MISCELLANEOUS
11.1. The Client shall not assign any rights or obligations under this Agreement without the prior written consent of Sterling.
11.2. The Client and Sterling acknowledge that neither party has relied upon any oral representations made to it by the other, and has made its own investigations into all matters relevant to the contract. Oral representations are only effective if confirmed in writing.
11.3. Any notice, invoice or other document which may be given by either party under this Agreement shall be deemed served if left at or sent by post or fax (confirmed by post) to an address notified by the other party in writing as an address to which notices or other documents may be sent.
11.4. Sterling has only limited storage facilities, accordingly upon conclusion of any matter Sterling reserves the right to destroy all records and documents, whether the property of the Client or not after a period of six months from the file being closed. Sterling will have no liability for any loss arising out of any such destruction. At any time before the expiry of the six month period Sterling will, at the receipt of a request from the Client, obtain a file from their archives for an administration fee of £20.00 plus vat.
11.5. This Agreement shall be governed by English Law and subject to the exclusive jurisdiction of the courts of England and Wales.
11.6. Sterling’s address for service of any notice shall be 483 Green Lanes, London, N13 4BS, its Registered Office address or any other address that Sterling shall notify to the Client.
11.7. Sterling may assist the client to draft legal documents from time to time. However, neither Sterling nor its employees act nor do they hold themselves out as acting in the capacity of a solicitor or firm of solicitors.

12. AUTHORITY TO RECEIVE PAYMENT
The Client hereby authorises Sterling Outsourcing Sp zoo (trading as Sterling Debt Recovery or Universal Debt Recovery) to receive payment(s) on behalf of the below-mentioned entity and acknowledge that debts due to it have been extinguished.

 

Sterling Outsourcing GDPR Addendum May 2018

This Data Protection Addendum (“Addendum”) forms part of the Debt Recovery or Credit Control Agreement (“Principal Agreement”) between: (i) Sterling Outsourcing Sp. z o.o. (“Sterling”) acting on its own behalf and (ii) the Client or Customer (hereinafter referred to as the “Company”) acting on its own behalf and as agent for each Company Affiliate.

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement. Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Principal Agreement. Except where the context requires otherwise, references in this Addendum to the Principal Agreement are to the Principal Agreement as amended by, and including, this Addendum.

1. Definitions
1.1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
1.1.1 “Applicable Laws” means (a) European Union or Member State laws with respect to any Company Personal Data in respect of which any Company Group Member is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Company Personal Data in respect of which any Company Group Member is subject to any other Data Protection Laws;
1.1.2 “Company Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
1.1.3 “Company Group Member” means Company or any Company Affiliate;
1.1.4 “Company Personal Data” means any Personal Data Processed by Sterling on behalf of a Company Group Member pursuant to or in connection with the Principal Agreement;
1.1.5 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.6 “EEA” means the European Economic Area;
1.1.7 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.8 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.9 “Services” means the services and other activities to be supplied to or
carried out by or on behalf of Sterling for Company Group Members pursuant to the Principal Agreement;
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
1.3 The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

2. Processing of Company Personal Data
2.1 Sterling shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing ofCompany Personal Data; and
2.1.2 not Process Company Personal Data other than on the relevant Company Group Member’s documented instructions unless Processing is required by Applicable Laws to which Sterling is subject, in which case Sterling shall to the extent permitted by Applicable Laws inform the relevant Company Group Member of that legal requirement before the relevant Processing
of that Personal Data.
2.2 Each Company Group Member:
2.2.1 instructs Sterling to process Company Personal Data as reasonably necessary for the provision of the Services and consistent with the Principal Agreement; and
2.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in section 3.2.1 on behalf of each relevant Company Affiliate.
2.3 Annex 1 to this Addendum sets out certain information regarding Sterling’s Processing of the Company Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Company may make reasonable amendments to Annex 1 by written notice to Sterling from time to time as Company reasonably considers necessary to meet those requirements.
Nothing in Annex 1 (including as amended pursuant to this section 2.3) confers any right or imposes any obligation on any party to this Addendum.

3. Sterling Personnel
Sterling shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to Sterling, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Sterling shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, Sterling shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Data Subject Rights
5.1 Taking into account the nature of the Processing, Sterling shall assist each Company Group Member by implementing reasonable and appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company Group Members’ obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
5.2 Sterling shall:
5.2.1 promptly notify Company if Sterling receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
5.2.2 ensure that Sterling does not respond to that request except on the documented instructions of Company or the relevant Company Affiliate or as required by Applicable Laws to which Sterling is subject, in which case Sterling shall to the extent permitted by Applicable Laws inform Company of that legal requirement before Sterling responds to the request.

6. Personal Data Breach
6.1 Sterling shall notify Company without undue delay upon Sterling becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow each Company Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
6.2 Sterling shall co-operate with Company and each Company Group Member and take such reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

7. Data Protection Impact Assessment and Prior Consultation
Sterling shall provide reasonable assistance to each Company Group Member with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required of any Company Group Member by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, Sterling.

8. Deletion or return of Company Personal Data
8.1 Sterling shall retain all Company Personal Data during the term of the Agreement on the understanding that such Company Personal Data may be required to perform existing or future credit control and/or debt recovery services.
8.2 Subject to section 8.3, Sterling shall promptly and in any event within 1 month of a request by the Company in writing or the date of cessation of any Services involv