These terms and conditions apply to the provision of debt collection and other services by Seadebt International hereinafter referred to as SI.
1. Definitions
In these terms and conditions the following words shall have the following meanings:
(a) “Client” means any person including (without limitation) any individual, sole trader, company or partnership) who instructs SI to provide Services;
(b) “Fee” means the fee set out in clause 4.2;
(c) “Services” means any services provided by SI on behalf of a client, including (without limitation) collection of accounts, tracing absconding debtors, credit checking and any other debt recovery related services;
(d) “Successful Collection” means: (i) full or part payment of the debt to SI, or to the client, or to a third party for the benefit of the client; or (ii) goods owned by the client are returned by the debtor and accepted by the client in lieu of payment; or (iii) any reduction in the amount of debt owed to the client as a result of the collection activity of SI, including (without limitation) any payments received prior to placing the debt with SI (but not linked to the debt) which are located due to SI’s activity, any credit for retrospective discount of returned goods that have been overlooked and which reduce the bad debt figures for the client, and any goodwill credits.
2. The Services
2.1 SI will use reasonable efforts and utilise whatever methods SI considers appropriate and reasonable to provide the services (including without limitation the collection of a debt referred to SI by a client) provided that (i) the debtor is solvent and traceable; (ii) the debt is legally owed to the client by the debtor; and (iii) the debtor has no legal right to counterclaim or set off a separate debt owed by the client to the debtor.
2.2 The client authorises SI to:
(a) act on its behalf in the collection of a debt owed to the client including (without limitation) negotiating with the debtor to reach a reasonable settlement figure where appropriate;
(b) appoint such third parties as SI considers appropriate and reasonable to assist SI in the collection of debts and the provision of the services;
(c) disclose to third parties information about the client (including client confidential information) and the debt owed where such disclosure is necessary to enable SI to provide the services;
(d) communicate with the debtor and any other relevant third party in connection with the collection of the debt and arrange for all payments due in respect of such debt to be paid to SI on behalf of the client.
2.3 Unless the client specifies otherwise, SI is authorised to accept full and final settlements on behalf of the client should SI believe they have negotiated a reasonable settlement figure and it is in the client’s best interests to accept.
2.4 SI does not provide legal advice and will outsource any legal action it takes on behalf of the client. If SI recommends a case for litigation, no action will take place without the client’s prior written approval and only after legal charges, costs, fees and disbursements (“Legal Costs”) have been discussed and agreed by SI and the client. It is the client’s responsibility to advise SI where any payment is received from the debtor after legal action has commenced. Failure to do so may increase legal costs or may prevent legal costs from being recovered, in which case the Client shall be responsible for such increased or non-recoverable legal costs.
2.5 APS may upon request from the client offer additional services to assist in the collection of debts. These additional services may include (without limitation) credit checking, tracing, insolvency management and legal assistance and may be supplier in whole or in part by SI’ third party suppliers. If the client wishes to take up an additional service, this must be confirmed in writing and unless otherwise agreed between the parties, these terms and conditions will apply to such additional services. The client will be liable for all expenses, disbursements and charges incurred by SI (or its third party suppliers) in connection with the additional service at the rates agreed between the parties.
3. Client obligations
3.1 The client warrants that all debts referred to SI for collection are true, valid and legally owed to the client and it has the right and authority to appoint SI to provide the services on its behalf.
3.2 The client agrees to:
(a) provide any information reasonably required by SI promptly and in sufficient detail to enable SI to effectively provide the services;
(b) make decisions and issue instructions regarding the collection of a debt promptly and act reasonably at all times when deciding whether or not to settle a debt;
(c) notify SI promptly if the client receives any payment or other remuneration from the debtor at any time which reduces the balance of the debt being collected by SI. If SI discovers that a debt or any part of it has been paid to the client, SI will charge the client the fees as if such debt had been successfully collected by SI.
3.3 If the client instructs SI to stop collection of a debt because the client has received a payment which has reduced the value of the debt (including without limitation the return of goods or the issuing of a credit), SI is entitled to charge the client the fees that would have been payable had such debt been successfully collected by SI.
3.4 If the client instructs SI to stop collection of a debt for no valid reason (other than the insolvency or death of the debtor), SI may charge the client the fees that would have been payable had such debt been successfully collected by SI.
4. Fees and Payment Terms
Fees for provision of the services will only become payable by the client whenever SI has successfully collected a debt or any part of a debt.
All debts which are successfully collected by SI are subject to the following fees:
15 days to 30 days overdue – 3% – USD 1 – USD 150, 000
15 days to 30 days overdue – 2% – USD 150, 000 – USD 500, 000
15 days to 30 days overdue – 1% – USD 500, 000 – 1, 000, 000
30 days to 60 days overdue – 5% – USD 1 – USD 150, 000
30 days to 60 days overdue – 3% – USD 150, 000 – USD 500, 000
30 days to 60 days overdue – 1% – USD 500, 000 – 1, 000, 000
60 days to 365 days overdue – 10% – USD 1 – USD 150, 000
60 days to 365 days overdue – 5% – USD 150, 000 – USD 500, 000
60 days to 365 days overdue – 3% – USD 500, 000 – USD 1, 000, 000
12 months to 24 months – 12% – up to USD 500, 000
12 months to 24 months – 10% – USD 500, 00 – USD 1, 000, 000
24 months to 36 months – 15% – up to USD 1, 000, 000
36 months + 20% – up to USD 1, 000, 000
Unless otherwise agreed, SI shall deduct the fee from any monies collected in respect of the debt. Collected monies (less the fee) will be passed to the client within 14 days of cleared funds being made available in the bank account of SI from the debtor. Where SI does not deduct the fee from collected monies, SI will invoice the client for the fee which shall become due within 14 days from the invoice date. SI may charge interest on late payment of invoices at the rate of 4% above the base rate of the National Westminster Bank plc. The client agrees to pay all fees promptly, in full, without deduction or set off.
4.6 Where a debtor agrees with the client to re-pay a debt by way of instalments, SI shall collect such instalments and make interim payments to the client at a frequency agreed with the client. Where instalments are agreed between the debtor and the client, SI shall deduct the fee from each instalment received and, in addition, shall be entitled to charge a further fee of 5% of the full value of each instalment to cover the additional resources required to constantly monitor and administer the collection of such instalments.
5. Warranties and Liability
5.1 The client acknowledges and agrees that:
(a) the time for SI to perform any obligation under these terms and conditions shall not be of the essence; and
(b) while every reasonable effort will be made by SI to recover a debt in accordance with these terms and conditions, no guarantee or warranty is given by SI, either expressly or impliedly, that a particular debt will be recovered.
5.2 Any information or advice provided by SI to the client in the course of providing the services should not be regarded by the client as a full and/or authoritative statement of the law and does not constitute legal or professional advice.
5.3 The client shall indemnify SI for any losses, damages or costs incurred by SI as a result of any actions taken by the client or the client’s agents or service providers in connection with the recovery of the debt after services have commenced. If such actions prejudice SI’ ability to collect the debt or otherwise interfere with SI’ ability to provide the services, SI may charge the client the fees that would have been payable as if the debt had been successfully collected in full by SI.
5.4 SI shall not be liable to the client or be deemed to be in breach of these terms and conditions by reason of any delay or failure to perform any of its obligations hereunder if such delay or failure was due to any cause beyond its reasonable control including industrial action, war, fire, or any act, delay or omission of the client.
5.6 Neither party excludes or limits its liability in respect of death or personal injury arising from its negligence or that of its employees or agents.
6. Confidentiality and Data Protection
6.1 Information passed to SI by the client will be treated as confidential and will only be used by SI for the purpose of providing the services. SI is authorised to disclose such information to SI’s agents and service providers solely for the purpose of enabling them to assist SI in the provision of the services.
6.2 If SI obtains any personal data about the client as a result of providing the services, SI shall use such personal data for the purpose of administration and provision of the services. SI may share the client’s personal data with SI’s agents and service providers for these purposes.
6.3 SI may use any personal data about a debtor, which is provided by the client or otherwise obtained by SI, for the purpose of administration, credit checking, insolvency management, debtor tracing, debt collection and the provision of the services. SI may share the debtor’s personal data with SI’s agents and service providers for this purpose.
7. Termination and Jurisdiction
7.1 SI reserves the right to terminate these terms and conditions at any time by giving to the client not less than 10 days notice in writing.
7.2 SI may suspend or terminate the provision of the services immediately without notice if the client fails to pay any fees due or otherwise breaches any of these terms and conditions (which breach is not remedied within 10 days where capable of remedy).
7.3 If the client instructs SI to stop the provision of services in relation to a particular debt, but SI reasonably believes there are actions that could be taken by SI to collect such debt that would not result in further expense to the client, SI will advise the client of those actions and ask for permission for SI to continue trying to collect the debt. If the client fails to give SI instructions or refuses to give permission, the client will be liable to pay SI the fees that would have been payable had such debt been successfully collected by SI.
8. General
8.1 These terms and conditions represent the entire agreement between the parties in relation to its subject matter, except where a representation or warranty has been made fraudulently.
8.2 These terms and conditions may only be varied or amended by agreement in writing signed by or on behalf of the parties.
8.3 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of all other provisions and the remainder of the provision in question shall not be affected.
8.4 These terms shall be governed by Panamanian law and shall be subject to the exclusive jurisdiction of the Panamanian Courts.