MASTER AGREEMENT ON TERMS AND CONDITIONS OF SERVICE
This agreement (“Agreement”) is a legal agreement between Eurosurveillance CI, whose notice address is contained above and/or any of its affiliates (“our/us/we/Company/Firm”) and you, the individual or entity (“you/your/Client”) that accepted the terms of this Agreement by either signing below, completing the service request form that includes a box for you to check to indicate your acceptance to the terms of this Agreement, signing a Service Agreement with us or you agreeing to a Case Plan prepared for you, at your request of service. This Agreement is effective as of the date entered on the bottom of this Agreement, the date of your submitted service request form, or as set forth in the Case Plan prepared for you (“Effective Date”). If you do not agree to these terms, do not sign this Agreement, check the box indicating your acceptance, or agree to the Case Plan submitted to you. By signing or electronically agreeing to these terms, you agree to be bound by the terms of this Agreement. You may print this Agreement at any time by clicking on the “Terms and Conditions” hyperlink located on the web site www.eurosurveillance.net (“Website”). The Company and Client are interchangeably and generally referred to herein as “Party” and/or “Parties.”
Request for Services and Assignment
All requests for Services will be made in writing via electronic mail confirmed and acknowledged by both Parties. We retain the right to refuse any request for Services. The scope of the Services may be supplemented via electronic mail confirmed and acknowledged by both Parties.
General Fees and Billing
Our default billing is charged per job or case undertaken. Additional or variable fees, outlined below, relate to the specific type of Services you request, whether it is investigative, analysis, consulting, or other type of project. We will on occasion offer different payment options or structures, such as a flat rate or other special arrangements not specifically set forth herein. Any such special arrangements will be discussed with you and billed accordingly. We will discuss our rates and whether Services will be performed on an hourly or flat rate basis prior to beginning any work on your behalf. Such terms will be confirmed via electronic mail.
All rates are subject to change, as our internal allocation of values for investigator time changes periodically to account for increases in our cost of delivering our Services, the experience and expertise of the assigned investigator and other economic factors. New rates will become effective during the next billing period after you have been notified of the change. Since it is difficult to accurately estimate how many hours may be expended before commencing work, it is difficult to estimate the fees for any particular Services in advance.
Our default hourly rates are:
General Investigation = from € 30.00 per hour (Based on Complexity)
Surveillance = from € 40.00 per hour
Mileage = € 0.38 per kilometer (logger active and reported)
Analysis = € 75.00 per hour (Based on Complexity)
Court Appearances, Depositions, Hearing, etc. = € 75.00 per hour (4 hours minimum)
For projects that last less than one month (terms and conditions apply), we will bill you at the completion of the project. For projects lasting longer than one month, we will provide you with monthly electronic invoices that are based on a calendar month for Services rendered and expenses accrued by the tenth (10th) day of the month following the date the Services are rendered (“Invoice”). You agree to pay the amount due within thirty (30) calendar days of receiving the Invoice. Your payment of the Invoice shall act as a waiver of any right to dispute such Invoice. Any Invoice not paid within forty‐five (45) calendar days from the date of the Invoice will be considered in default and subject to a late fee computed daily at a rate equal to the lesser of one and one half percent (1.5%) per month or the highest rate permissible under applicable law. We reserve the right to discontinue Services until your account is brought current. You are responsible for all collection costs, including attorneys’ fees, incurred by Eurosurveillance CI for the purpose of collecting past due amounts.
You are responsible for any expenses accrued by us while providing Services to you. Expenses include, but are not limited to any out-of-pocket expenses that we have advanced or internal charges for certain support activities and fees for Services. Advance costs generally include such items as travel and lodging expenses, postage costs, filling, recording, database searches, and certification fees, and other fees charged by government bodies. Our internal charges may include such items as long distance telephone calls, facsimile transmissions, overnight courier services, and charges for photocopying.
During the course of our Services on your behalf, it may be appropriate or necessary to hire third parties to provide Services. You provide your consent for us to retain any third-party. You further agree to pay all fees and expenses accrued by such third-party service providers and in some cases you will be required to submit payment directly to such third-party.
We may require an advance retainer at any time prior to providing Services in an amount that is appropriate with respect to any specific Services provided. You hereby authorize our affiliates and any collection agencies that collect on any amount due for Services to do the same. We will draw against any retainer funds to satisfy your Invoices, copies of which will be sent to you for your information. We may, from time to time, request additional retainer payments as the original retainer amount becomes depleted. We may request an advance cost retainer (in addition to the fee retainer) when we expect that we will be required to incur substantial costs on your behalf. We will notify you in the event you are required to provide a retainer. We reserve the right to withhold Services until such retainers are received.
Reporting, Notification, and Related Fees
Eurosurveillance CI utilizes a structured reporting system. You will receive a written Memorandum of Investigation or Memorandum for each critical task completed by us. You will receive a copy via email or shared electronic notebook the next business day following completion of the subject critical task. None critical tasks encompasses process that allows us to obtain the information you are requesting. For example, searching for a witness. The critical task is the interview of the witness. None critical tasks are documented in an electronic notebook. We may share none critical tasks with you via telephone, email, or electronic notebook.
After our Services are completed, we will generate a Final Report for your review. This Final Report will fully disclose all information obtained during our Services based upon critical tasks. You will be provided one copy. Any additional copies will be provided at € 35.00 per copy.
We retain full discretion in executing all field operations. You agree that we may terminate or postpone any field operation at our sole discretion.
Surveillance – acknowledgment of risks
You acknowledge there are inherent risks in conducting mobile or stationary surveillance, recognize the possibility that our Investigators may be discovered while conducting surveillance, and expressly release us from any consequences, liability or damages arising there from. You also agree that we may terminate or postpone any surveillance at our sole discretion.
No Obligation to Report Whereabouts
Eurosurveillance CI has no obligation to report to you the whereabouts of the subject of the investigation during surveillance times or at any specific or particular time.
No Contact with Subject of Investigation
You agree that you will not make or attempt to make any contact with the subject of the surveillance at any time while surveillance is underway unless authorized in writing by Eurosurveillance CI.
Disclosure of Surveillance Operations
You agree that you will not disclose any active surveillance operation to a third party.
Images and Related Fees
All images and videos (“Images”) produced during our Services will be held in secure storage. These files will be the original RAW files or other file format downloaded from electronic devices. All files will be held for a minimum of 6 months under a chain of custody. If any image files are to be purged following the minim 6 months, you will be contacted by letter offering the files to you at no cost. If you require the Images to be retained longer than 6 months you need to instruct us in writing via electronic mail confirmed and acknowledged by both Parties.
The rights to all Images produced during the course of our Services is retained by Eurosurveillance CI. You will be provided two DVD-R containing all Images resulting from our Services. Any additional copies of the DVD-R will be provided at a cost of € 35.00 per duplicate copy. Any hard copies of images will be provide to you by us at a rate determined by us.
Data Transmission and Formats
All photo, video and sound files shall be sent to you in an electronic form of delivery, such as email or server/repository link for download.
We are taking every step for these files to be sent or stored for download in an universally known format (i.e. MP3 for sound, MP4 or AVI for video, JPEG for photographs, Word for documents, PDF). It is your entire responsibility to ensure you download the files sent, and it is your responsibility to procure or install the appropriate software application for the purpose of opening the sent files. It is not our responsibility to provide any piece of software or program with which you can view, open, edit or further operate upon a sent file. It is not our responsibility to modify or convert any file obtained on your behalf, if the said file is in an universal format.
For electronically sending you the files obtained on your behalf during the entire project, we may be forced to compress or zip some files. This will be done using universally known application WINRAR or 7zip. Any such files you will receive have to be uncompressed or unzipped. It is your own responsibility to ensure you have the appropriate software on your machine. We will not provide it to you.
You may not request from us a modification of file formats. We will choose our own method of posting the files to you (via server storage, by email, etc).
We provide paid services which can convert various files to various formats, if your IT dept cannot do it. These services come at a cost.
Locating and Interviewing of Witness
Eurosurveillance CI retains its discretion as to how and when a witness, alleged victim, or a person of interest is engaged. We will make all reasonable attempts to find and obtain information from any person encompassed in the Services you are requesting. We will not harass or coerce individuals into giving testimony or other information.
At a minimum, we will attempt to contact all persons of interest by letter, telephone, or in person. We will obtain Depositions from cooperative individuals, and make verbatim documentation of uncooperative individuals.
We prefer to retain the discretion of how a cooperative person’s testimony is documented, according to our terms and conditions. We are able to produce written, audio, and video depositions. If you require a specific format, you must provide written instructions to us via electronic mail confirmed and acknowledged by both Parties. If we do not receive written instructions, the decision will be made by us. Copies of all written and audio depositions will be provided to you. Originals will be maintained by us in secure storage. Audio files will be provided in duplicate copies. We retain all rights to audio files. Any additional copies will be provided at € 35.00 per duplicate copy.
Retained Services Information
All investigative and/or analysis files (“Case Files”) generated during the course of providing Services to you will be maintained for a minimum of five years. If you require the Case Files to be retained longer than five years you need to instruct us in writing via electronic mail confirmed and acknowledged by both Parties and agree on a storage payment plan.
Obligations and Rights
Client Disclosure and Information Use. You are solely responsible for any liability arising out of or relating to any information you provide to us throughout the Term (“Client Information”). You represent and warrant that: 1) all Client Information is complete, accurate and factual; 2) you have the full authority to provide and use the Client Information as contemplated by this Agreement; 3) our use of the Client Information does not and will not violate any copyrights, trademarks, trade secrets, patents or other proprietary rights of any third party (“Intellectual Property Rights”) or create any liability to any third party; 4) this Agreement does not and will not conflict with or constitute a breach or other violation of any other agreement; 5) your request for Services and/or the disclosure of the Client Information is not a violation of and complies with applicable national and EU laws and regulations, including, but not limited to the Data Privacy Act; 6) the Client Information does not contain any matter that is defamatory or which may cause injury or result in damage to any third party; and 7) the Client Information does not contain any matter that is false or deceptive.
You agree to indemnify and hold harmless Company and its officers, agents and employees from any and all damages, including fines, penalties, attorneys’ fees or other liabilities imposed by the Applicable Laws or claimed by any third party which result from or arise out of: 1) our use of the Client Information you provide to us; 2) your breach of this Agreement; and/or 3) your use of any data, reports, Images or documents you receive from us pursuant to this Agreement (“Materials”).
Client Representations and Warranties
You represent and warrant that you have not retained Company or Company’s Services for any improper, illegal or unethical purpose. By engaging Company to perform the Services, you represent and warrant that the subject of the investigation does not have a temporary or permanent restraining order, injunction, order for protection or other type of no contact restriction against you; you are not using Company or Company’s services to aid or abet you in violating any restraining order, injunction, order for protection or other type of no contact restriction. You further represent and warrant that you have not been arrested for, charged with or convicted of any type of stalking, terroristic threats, domestic violence or other type of physical violence, assault, battery or more serious crime involving physical, mental or emotional harm in connection with the subject of this investigation.
Compliance with Applicable Laws
Company shall not use any unfair, false, misleading or deceptive practices in violation of any law while performing the Services. Company shall comply with all applicable national and EU local laws and regulations with regard to its practices and procedures. Company will employ lawful, ethical and nondiscriminatory means, methods and procedures.
Neither party may assign performance under this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld.
Quality of Information and Disclaimer
We obtain information from third party sources, including but not limited to public records repositories in providing our Services, and through the use of third-party venders when geographic location, cost and/or other access limitations require. We cannot always independently verify information obtained from third-party sources. The information and/or materials you receive are provided “as is.” We disclaim liability for any damages arising out of use of, or inability to use, the information and/or materials, unless otherwise prohibited by law. Information and/or materials compiled for you by us are for your sole and internal use only and may not be revised or resold or otherwise delivered in any way to any third party without prior express written consent from Eurosurveillance CI.
We provide opinions to you during our Services based upon expert judgment and analysis of Client Information provided by you and information and/or materials obtained by us. We cannot always guaranty our opinions are correct and accurate. Our opinions are provided to you “as is.” We disclaim liability for any damages arising out of use of, or inability to use, our opinions, unless otherwise prohibited by law. Our opinions communicated to you in anyway are for your sole and internal use only and may not be revised or resold or otherwise delivered in any way to any third party without prior express written consent from Eurosurveillance CI.
It is your responsibility to maintain your Client Information and any Materials we provide to you as confidential. If the Services include the services of an attorney, we shall treat all such Material as attorney‐client privileged if directed by your counsel. Company will not disclose any Client Information or Material to any third party unless required by law or pursuant to this Agreement and/or the Services.
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Except insofar as Company has the authorization to engage third parties on Client’s behalf pursuant to the “Expenses” paragraph, neither Party has the right, power or authority to enter into any Agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create association, joint venture or partnership between the Parties or to impose any partnership obligation or liability on either Party.
Term and Termination
This Agreement shall commence on the Effective Date and continue perpetually, unless sooner terminated in the manner set forth in this section (“Term”). This Agreement shall “Terminate” upon the occurrence of any of the following events: 1) Client may terminate this Agreement upon fifteen (15) calendar days prior written Notice; 2) Company may terminate this Agreement at any time provided written Notice has been received by Client; 3) upon a material breach by the other Party which remains uncured for thirty (30) calendar days after written Notice by the non‐ breaching Party; or 4) mutual written consent between the Parties. Unless otherwise specifically noted in writing, notice of termination refers to one specific project and not the termination of the Services Agreement in general. Upon Termination: 1) all provisions that by their nature must extend beyond Termination, shall survive; 2) Client Information will be returned promptly upon receipt of payment for outstanding fees and expenses. We will retain our own files pertaining to the matter. We reserve the right to destroy or otherwise dispose of any such documents or other materials we retain without further notice to or consent from you.
We reserve the right to amend this Agreement without notice to you. You acknowledge and agree that it is your responsibility to review the Website and this Agreement periodically and to be aware of any amendments. If any portion of this Agreement is deemed invalid, void, or for any reason unenforceable, that provision is deemed severed and does not affect the validity and enforceability of any remaining term contained in this Agreement or the Parties agree that the maximum period or scope legally permissible under such circumstances will be substituted for the period or scope stated herein. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior verbal and written representations and understandings between the Parties. This Agreement may be automatically assigned by Company in its sole discretion. Client may not assign or transfer this Agreement, in whole or in part, without Company’s prior written consent. Such consent shall not be unreasonably withheld. The laws of EU and Romania, without regard to principles of conflict of laws, will govern this Agreement and both Company and Client submit to the exclusive personal jurisdiction and venue of the county court of Bacau, Romania. This Agreement may be signed in one or more counterparts but all of which taken together shall constitute one instrument. The waiver of one Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach. Electronic signatures shall be considered original signatures for the purpose of enforcing this Agreement. All capitalized terms not grammatically required are defined as set forth within quotation marks. Any notice required or permitted to be given under this Agreement shall be sufficient if given: 1) in writing and personally delivered; 2) sent by certified mail, postage prepaid, to the address set forth herein or other notice method as designated in writing between the Parties prior to delivery and shall be effective and duly delivered on the day of personal or courier delivery; or 3) via electronic mail to an authorized representative via electronic mail to the address designated in writing between the Parties prior to delivery and shall be effective and duly delivered upon the sending Party’s confirmation of receiving Party’s receipt of electronic notice (“Notice”).