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Terms and Conditions of Insight Answering’s Services

1 Interpretation

1.1 In these Conditions:

“INSIGHT ANSWERING” means Rapid Visas Limited t/a Insight Answering (Company No. 6400012) whose registered office is at Seymour House, 12 Seymour Gardens, Feltham, Middlesex, TW13 7PQ and includes any other subsidiary company (as defined in s.115 Companies Act 2006)

“INSIGHT ANSWERING’S CHARGES” means the charges specified in the Service Schedule as varied from time to time in accordance with the Service Schedule or as otherwise agreed between the parties

“CUSTOMER” means the person named in the Customer Particulars and the Service Schedule for whom Insight Answering has agreed to provide the Specified Service in accordance with these Terms

“CUSTOMER PARTICULARS” means the particulars set out in Part 1 of the Contract relating to the Customer and the Specified Service

“CONTRACT” means the contract for the provision of the Specified Service comprising the Customer Particulars the Service Schedule and these Terms

“DOCUMENT” includes, in addition to a document in writing, a map, plan, design, drawing picture or other image, or any other record of any information in any form

“INPUT MATERIAL” means any Documents or other materials, and any data or other information provided by the Customer relating to the Specified Service

“NETWORK PROVIDER” means the Customer’s telecommunications network provider from time to time and for the time being

“OUTPUT MATERIAL” means any Documents or other materials, and any data or other information provided by Insight Answering relating to the Specified Service

“SERVICE SCHEDULE” means the service level agreement in Part 2 of the Contract

“SPECIFIED SERVICE” means the service to be provided by Insight Answering for the Customer and described in the Service Schedule

“COMMENCEMENT DATE” means the date the agreement is made between Insight Answering and Customer.

“CURRENT SUPPLIER” means any supplier (other than Insight Answering) who prior to the Commencement Date was engaged in the provision of the Specified Service;

“DATA PROTECTION LEGISLATION” means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

“REPLACEMENT SUPPLIER” means any third party supplier of replacement services appointed by the Customer from time to time.

“SERVICE TRANSFER DATE” means the date on which the Services (or any part of the Services), for whatever reason transfer from Customer to Insight Answering or any Replacement Supplier.

“STAFFING INFORMATION” means in relation to all persons detailed on Customer's Provisional Staff List, such information as Insight Answering may reasonably request (subject to the Data Protection Legislation), but including in an anonymised format:

“CUSTOMERS PERSONNEL” means all employees, staff, other workers, agents and consultants of Customer who are engaged in the provision of the Services from time to time. “TRANSFERRING EMPLOYEES” means those employees whose contract of employment will be transferred to Insight Answering or a Replacement Supplier pursuant to TUPE on expiry or termination of this agreement.

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006. “CUSTOMERS FINAL STAFF LIST” is the list of all Customer's Personnel engaged in or wholly or mainly assigned to the provision of the Services or any part of the Services at the Service Transfer Date.

“CUSTOMERS PROVISIONAL STAFF LIST” means a list prepared and updated by Customer of all Customer's Personnel engaged in, or wholly or mainly assigned to, the provision of the Services or any part of the Services at the date of preparation of the list.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

2 Supply of the Specified Service

2.1 Insight Answering shall provide the Specified Service to the Customer subject to these Terms. Any changes or additions to the Specified Service or these Terms must be agreed in writing by Insight Answering and the Customer in accordance with clause 8.

2.2 The Customer shall at its own expense supply Insight Answering with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable Insight Answering to provide the Specified Service in accordance with the Contract. The Customer shall ensure the accuracy of all Input Material.

2.3 The Customer shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. Insight Answering shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Customer from the time of delivery to or to the order of the Customer.

2.4 The Customer shall procure that its Network Provider arranges any network diversion facility which may be necessary to the performance by Insight Answering of the Specified Service and that its Network Provider maintains that facility throughout the term of the Contract and the Customer authorises Insight Answering (in the event of the Customer’s default under this clause 2.4) to procure such network diversion facility on the Customer’s behalf and at the Customer’s expense (on an indemnity basis)

2.5The Specified Service shall be provided in accordance with the Service Schedule and subject to these Terms.

2.6 Insight Answering may at any time without notifying the Customer make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

3 Charges

3.1 Subject to any special terms agreed, the Customer shall pay Insight Answering’s Charges and any additional sums which are agreed between Insight Answering and the Customer for the provision of the Specified Service or which, in Insight Answering’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Customer.

3.2 All charges quoted to the Customer for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.

3.3 Insight Answering shall be entitled to invoice the Customer following the end of each month in which the Specified Service is provided, or at other times agreed with the Customer.

3.4 Insight Answering’s Charges and any additional sums payable shall be paid by the Customer (together with any applicable Value Added Tax, and without any set-off or other deduction) by Direct Debit (in accordance with the Direct Debit Scheme) within 10 days of the date of Insight Answering’s invoice.

3.5 If payment is not made on the due date, Insight Answering shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 5% above the base rate from time to time of HSBC Bank plc from the due date until the outstanding amount is paid in full (including interest).

3.6 Save as otherwise provided in the Service Schedule Insight Answering may vary Insight Answering’s Charges at any time or times during the term of the Contract by giving not less than 3 months’ written notice to the Customer of each such variation which shall take effect on the expiry of such notice.

4 Rights in Input Material and Output Material

4.1 The property and any copyright or other intellectual property rights in:

4.1.1 any Input Material shall belong to the Customer.

4.1.2 any Output Material shall, unless otherwise agreed in writing between the Customer and Insight Answering, belong to Insight Answering, subject only to the right of the Customer to use the Output Material by way of a non-exclusive licence for the purposes of utilising the Specified Service.

4.2 Any Input Material or other information provided by the Customer which is so designated by the Customer and any Output Material shall be kept confidential by Insight Answering, and all Output Material or other information provided by Insight Answering which is so designated by Insight Answering shall be kept confidential by the Customer; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

4.3 The Customer warrants that any Input Material and its use by Insight Answering for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Customer shall indemnify Insight Answering against any loss, damages, costs, expenses or other claims arising from any such infringement.

4.4 Subject to clause 4.3, Insight Answering warrants that any Output Material and its use by the Customer for the purposes of utilising the Specified Service will not infringe the copyright or other rights of any third party, and Insight Answering shall indemnify the Customer against any loss, damages, costs, expenses or other claims arising from any such infringement.

5 Warranties and Liability

5.1 Insight Answering warrants to the Customer that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Service Schedule and at the intervals and within the times referred to in the Service Schedule. Where Insight Answering supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, Insight Answering does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Insight Answering.

5.2 Insight Answering shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

5.3 Except in respect of death or personal injury caused by Insight Answering’s negligence, or as expressly provided in these Terms, Insight Answering shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Insight Answering, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Customer, and the entire liability of Insight Answering under or in connection with the Contract shall not exceed the amount of Insight Answering’s Charges for the provision of the Specified Service, except as expressly provided in these Terms.

5.4 Insight Answering shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Insight Answering’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond Insight Answering’s reasonable control.

6 Termination

6.1 Save as otherwise provided in the Service Schedule either party shall be entitled to terminate the Contract at any time by giving not less than 3 months’ written notice to the other.

6.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

7 Solicitation

The Customer recognises and agrees that considerable time and effort and money has been expended by Insight Answering in the training and development of all its employees and the loss of any such employee resulting from solicitation of that employee by the Customer will cause substantial inconvenience and economic damage to Insight Answering. The Customer undertakes and agrees that during the term of the Contract and for a period of twelve months following the expiry of the Contract it shall not directly or indirectly solicit away or attempt to solicit away any employee of Insight Answering. Further during the term of the Contract the Customer shall not employ any person who has during a period of twelve months beforehand been an employee of Insight Answering without obtaining the prior written agreement of Insight Answering.

8 Transfer of Employees to Insight Answering at the Effective Date

8.1 The Customer and Insight Answering believe that, where and if TUPE applies, at the Commencement Date, Insight Answering will become the employer of the employees who are employed or engaged by the Current Supplier and are wholly or mainly engaged in the provision of the Specified Service immediately prior to the Commencement Date and whose employment will transfer to Insight Answering pursuant to TUPE on the Commencement Date (the “Employees”)

8.2 The Customer shall indemnify Insight Answering in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by Insight Answering including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:

8.2.1 the employment or termination of employment of the Employees before the Commencement Date (or after the Commencement Date, where notice was served prior to the Commencement date);

8.2.2 a claim, demand, complaint by or on behalf of any Employee arising as a result of any act or omission by or on behalf of the Customer or any Current Supplier in respect of the Employees before the Commencement Date; and

8.2.3 any claim by or on behalf of any of the Employees Arising from the Customer’s or any Current Supplier’s failure to inform or consult as required under Regulation 13 of TUPE. >

8.3 The customer will fully indemnify Insight Answering in full for and against all claims, costs expenses or liabilities whatsoever and howsoever arising incurred of suffered by Insight Answering including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:

a) any failure by Insight Answering to comply with its obligations pursuant to TUPE;

b) anything done or omitted to be done by Insight Answering in respect of any of the Employees whether before or after the Effective Date;

c) any redundancy payment that may become payable in excess of the statutory redundancy payments or any enhanced payment that may become payable as a result of the termination of any of the Employees; and

d) any unlawful discriminatory acts of Insight Answering or its group of companies.

8.4 During the currency of this agreement Insight Answering shall provide to the Customer or Current Supplier any information they may reasonably require relating to any individual employed, assigned or engaged in providing the services under this agreement (subject to the Data Protection Legislation).

9 General

9.1 These Terms (together with the terms, if any, set out in the Service Schedule) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing and signed by a director of each of the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

9.2 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

9.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

9.4 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

9.5 Both parties agree to comply with the provisions of the Data Protection Act 1998 and secondary legislation made under it in relation to the notification requirements and the collection, use, storage, processing, disclosure and transfer of personal data.

9.6 If any dispute arises in connection with the Contract the parties agree to attempt to resolve such dispute by negotiation. In the event that a negotiated settlement cannot be reached the parties agree to attempt to settle it by mediation in accordance with the model procedure of the Centre for Dispute Resolution. Neither party may begin Court proceedings or arbitration until the mediation process has been exhausted and a settlement has not been reached.

9.7 The parties agree that for the purposes of the Contracts (Rights of Third Parties) Act 1999 their obligations under the Contract are intended to benefit each other only and no person other than Insight Answering and the Customer shall have any rights under the Contract.

9.8 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts