Service Level Agreement

Welcome to the Caresso Law and Caresso Care specimen SLA

We openly provide you with the following information in relation to our Service Level Agreement and the accompanying summarisation* in the English language. Please however note that this is non-binding specimen of or our current terms of and conditions (the "SLA"), relating solely to (i) Caresso Care - our free credit control and debt litigtion service, and (ii) our ad-hoc debt litigation service, each of which may be subject to modification, and will be displayed to you to agree in final form at the point of engagement, therein superseeding the contents of this webpage, which for the avoidance of any doubt is simply for your guiance. The contents of this webpage does not constitute an offer, or binding contract, or form part of any contract with you. It is for your guidance only before choosing to engage Caresso Law's debt related services.

If you are seeking a bespoke integration, for example you are a high-volume user, or have bespoke requirements, we may agree custom terms with you on a case by case basis.

The small print explained.

*Our unique schemes have been developed principally for the recovery of undisputed business-to-business invoice debts that relate exclusively to the supply of goods and/or services, however we will - for an additional 'risk fee' - consider disputed UK debts generally over £25,000 ("Debt"). Any registered business, or partnership, can sign up. Our solicitors seek to recover their cost's directly from the debtor pursuant to EU & UK legislation. We retain interest & statutory late payment charges to cover the cost and risk of providing our service and SLA in which we also 'guarantee' the payment of Debt (but not a disputed debt) below £/€ 5,000 where our solicitors, having agreed to take to court, fail to make a recovery - save as for where the debtor is, or appears to be, insolvent.

We will pay you 100% of invoices we recover subject to our SLA, which excludes insolvency litigation and disputed debts which will be subject to additional fees depending on the age of the debt and type of litigation, amongst other things.

If we fail to make a recovery and are unable to proceed your matter to court, we will simply re-assign the invoice to you, and you will not have anything to pay.

**All risk in the legal costs, court costs, hearing fees, counsel and expert fees, disbursements and the like, along with those of the debtor should we lose, typically rest with Caresso Law whose Specialist Purpose Litigation Vehicle ("SPV") takes a legal assignment of Debt(s) and litigates them in its own name, and at its own risk, standing in your shoes as the claimant and taking said risk. We and instructed solicitors will waive all costs (along with any unrecovered costs) in the event that your claim is unsuccessful and you will not be required to pay back any litigation funding facility provided by Caresso Law provided to you unless you have deliberately misled us, the SPV, the court, the appointed solicitor or any expert or you otherwise fail to cooperate.

There must remain reasonable merit and prospect of success (at our absolute sole discretion) at all times for us to commence and/or continue litigation. Full Terms and Conditions provided when you use our service(s).

This means that you can take full comfort that in the event that we fail to make a recovery, or lose the case, provided you have complied you will not have anything to pay.

Our Specimen Terms & Conditions in relation to our 'Caresso Care' free credit control service

The following specimen terms and conditions may vary at the point of signing up, or uploading a debt, depending upon your jurisdiction and various other risk factors and are indicative only. You should not rely upon them and they are not an offer and do not form part of your final terms and condictions.

AGREEMENT TERMS & CONDITIONS

This Agreement is made on the [DATE OF OUR APPROVAL AND COUNTER-SIGNATURE WILL BE PRINTED HERE]
(1) [YOUR DETAILS WILL BE PRINTED HERE] (“The Assignor”)
And
(2) Caresso Law (Litigation SPV) Protected Cell Company Ltd, a protected cell company registered in Guernsey with registration number 68924 with registered office address at The Albany, South Esplanade, St Peter Port, Guernsey GY1 1AQ, contracting for and on behalf of and solely in respect of the Caresso Law (EU Litigation Fund) Cell (“The Assignee”)
Together with
(3) Caresso Law (International) Ltd, a company registered in Guernsey with registration number 69278 with registered office address at The Albany, South Esplanade, St Peter Port, Guernsey GY1 1AQ (“The Service Provider”)

WHEREAS:

A. The Service Provider provides client branded invoice credit control services at no direct cost to the Assignor, incorporating full debt litigation whereby overdue invoices are automatically legally assigned to the Assignee and then pursued by the Service Providers regulated solicitors at the Assignee's own risk and cost upon falling overdue for payment. Any such invoices, litigated through the courts, where a recovery is not made are also paid in full by the Service Provider as set out below.
B. The Assignor issues invoices in relation to the provision of goods and/or services sold on credit to other businesses some of which from time to time turn into debts.
C. The Assignor together with the Service Provider and the Assignee have agreed that the Service Provider will provide Caresso Care in relation to all Assignor invoices until such time as they become overdue whereby said invoices (and all associated rights as referred to in this agreement) whether now existing or hereafter arising shall be immediately and automatically legally assigned by the Assignee as set out in this agreement.

AGREED TERMS:

1. Definitions
1.1. In this agreement the following terms shall have the meaning set out next to them:
“Caresso Care” means Assignor branded credit control related processes carried out by the Service Provider, in the Assignor's name, in relation to its unpaid invoices that are not yet overdue.
“Debt” means Assignors invoice(s) that have, as appropriate, been pursued by the Service Provider as set out in this agreement.
“Debtor” means the party that owes the Debt.
“Due Diligence” means initial, and on-going, due diligence checks required by law or applicable rules and/or as otherwise required by the Service Provider and as appropriate the Assignee in its absolute discretion, including (without limitation) checks relating to crime, anti-money laundering, counter terrorism and know-your-customer.
“Invoice Value” means the amount of the invoice(s) comprising the Debt but excluding any interest or late payment compensation charges (whether contractual, statutory or otherwise) connected with the Debt and excluding any costs or expenses (whether contractual, statutory, awarded by the Court or otherwise) connected with the Debt including but not limited to costs of pursuing the Debt or any part thereof by any means and costs of enforcement after judgment of the Court or agreement to pay is obtained.
“KPI Percentage” means Figure B divided by Figure A where Figure A is the total Invoice Value of all invoices assigned by the Assignor to the Assignee (whether under this agreement or otherwise) in respect of which any amount is received by the Assignee in the 1 year period immediately prior to the calculation date and Figure B is the amount received by the Assignee in respect of the invoices comprising Figure A during the same 1 year period. In calculating Figure B for the purposes of this calculation any amount received by the Assignee (or by the Assignor if the payment is made to it rather than the Assignee) in respect of interest, costs, expenses or late payment compensation (whether contractual or statutory in each case) connected with a Debt in respect of which a recovery is made in the relevant 1 year period shall be deducted from the total amount received in respect of the invoices comprising Figure A during the 1 year period and the net figure is Figure B. In circumstances where a partial recovery is made on a Debt in the 1 year period such that the full amount of the relevant Invoice Value plus all costs, expenses, interest and late payment compensation is not recovered, for the purpose of the calculation of the KPI Percentage the full amount of the costs, expenses, interest and late payment compensation claimed in relation to the relevant Debt shall be deducted from the amount received in respect of that Debt and the net amount after such deduction shall be Figure B. For the avoidance of doubt, where there have been no recoveries (calculated as set out in this definition, in respect of Debts assigned by the Assignor to the Assignee during the relevant 1 year period , then the KPI Percentage shall be 100% and where the net recovery is zero after deduction of costs, expenses, interest and late payment compensation in respect of Debts assigned by the Assignor to the Assignee during the relevant 1 year period , then the KPI Percentage shall be zero.
“Portal” means the online platform through which Debts are notified for assignment and managed at https://crm.caresso.law.
“Small Claim” means any claim issued by the Assignee (or by the Assignor at the direction of the Assignee pursuant to the provisions of this agreement) against a Debtor where the total claim value excluding interest and late payment costs does not exceed the Small Claim Limit. For the avoidance of doubt, where the claim includes a number of different Debts assigned separately by the Assignor but relating to the same Debtor and the total aggregate value of those Debts plus interest and late payment costs pursued in a single claim exceeds £/€5,000, such claim shall not be a Small Claim.
“Small Claim Limit” means €5,000 in relation to Debts due from Debtors who are required to be or who are in fact pursued within the European Union (excluding the UK), and £5,000 in relation to all Debts due from Debtors who are required to be or who are in fact pursued within the UK.
“Warranties” means each, any and all of the warranties set out in clause 3.
“Website” means the website at www.caresso.law.

2. Caresso Care And Debt Assignment
2.1. The Service Provider will provide Caresso Care to the Assignor on the terms of this agreement, for which it will make no direct charge to the Assignor, as the Assignee shall retain statutory late payment fees and interest (in addition to any legal costs it is entitled to charge) which it will seek to recover from the debtor.
2.2. The Assignor authorises and instructs the Service Provider to connect, and continue to connect, to the Assignors online accounting system (the “Accounting System”) throughout the duration of this agreement for the purpose of confidentially importing invoices and related data required by the Assignee for the performance of this agreement (the “Synchronisation”). The Assignor shall login to the Portal for the purpose of periodically updating, and/or re-establishing the Synchronisation so as to ensure that the Service Provider (and as appropriate the Assignee) has a continuous real-time feed so as to provide the services set out in this agreement professionally and reliably. The Assignor understands that any break in, or failure to re-establish Synchronisation could give rise to serious defects and issues in relation to the service provided by the Service Provider and as appropriate the Assignee in respect of which the Assignor accepts all risks therein and shall hold harmless and indemnity the Service Provider and the Assignee the same.
2.3. The Service Provider will, as part of the Caresso Care service undertake invoice reminder services in writing, and wherever possible with telephone and SMS reminders, in the Assignor's name, and with the Assignor’s branding, relating to the Assignee’s invoices that are not as yet overdue for the purpose of ensuring timely payment wherever possible of such invoices. Typically, this activity is repeated each week, or as otherwise deemed appropriate in the Service Provider's absolute discretion, in respect of unpaid invoices that have not fallen overdue and are covered under clause 2.4.
2.4. Immediately an invoice falls overdue for payment the related Debt will be automatically legally assigned (with full title guarantee) to the Assignee together with all rights and claims associated with the Debt including but not limited to all rights and claims to costs, expenses, interest and late payment compensation connected with the Debt and the right to sue in respect of the Debt once notice of this assignment has been given. The assignment is on the terms set out in this agreement whereby the Assignee will immediately instruct its solicitors, through the Service Provider, to commence a legal collections process as set out in this agreement. Typically, this will involve a very soft reminder, whereby the solicitors legal costs are waived provided that the Debt is paid promptly. The litigation process will then gradually escalate as further set out in this agreement thereafter if no payment is forthcoming.
2.5. Once an invoice falls overdue for payment under clause 2.4 the Assignor further herby transfers and assigns with full title guarantee all claims, causes of action and losses (“Other Claims or Rights”) connected with or arising from the Debt and / or the supply giving rise to the Debt including but not limited to all rights and claims to interest, costs, expenses and late payment compensation. The assignment is on the terms set out in this agreement.
2.6. The solicitors' costs incurred in the pursuit of Debts remain at the Assignees own risk and cost whereby the Assignee will seek to recover them directly from the Debtor as set out in this agreement.

3. Assignor’s Representations
The Assignor confirms, warrants and represents as a condition of this agreement that:
3.1. The Debts and any Other Claims or Rights are not subject to any security in favour of a third party including but not limited to under any debenture or other charge in favour of its bankers.
3.2. The Debts and any other Other Claims or Rights have not been assigned or transferred (whether in whole or part) to any third party including but not limited to pursuant to any factoring or invoice discounting agreement.
3.3. The Debtor has not indicated that it has any complaint or counterclaim in respect of the underlying contract giving rise to a Debt, whether in relation to the particular goods or services to which any Debt relates or in relation to any other goods or services supplied by the Assignor to the Debtor.
3.4. It is not aware of any circumstances or facts which could give rise to a claim by a Debtor whether in relation to the goods or services to which a Debt relates or any other supply by the Assignor to the Debtor.
3.5. There is no prohibition or restriction on the assignment or transfer of the Debts in the contract with any Debtor under which any Debt arises.
3.6. The Debtors are not, in so far as the Assignor is aware having made enquiries of credit agencies and the Insolvency Service, insolvent.
3.7. All details of the Debtors provided by the Assignor to the Service Provider and Assignee are accurate. The Assignor will provide such further details of the Debtors as the Assignee shall request at any point.
3.8. The (overdue) Debts that presently exist, including any other Claims or Rights and all associated claims, remain unpaid and unsatisfied at the date of this agreement.
3.9. All information provided by the Assignor to the Service Provider and the Assignee in connection with the Debts or any Other Claims or Rights (whether orally or in writing) is true and accurate and not in any way misleading.
3.10. The Debts and any Other Claims or Rights does / do not arise pursuant to and are not in any way invalidated by any fraud or illegality.
3.11. The Debts and any Other Claims or Rights are capable of being legally assigned in the jurisdiction in which they arise.
3.12. The Assignor has the power and authority to enter into this agreement and the person signing on behalf of the Assignor has authority to do so. The individual signing shall be personally liable to the Service Provider and Assignee if the confirmation in this clause 3.12 is not true.
3.13. The Debts and any Other Claims or Rights do not arise from a transaction with a connected party (a party that shares any directors, members, partners or owners in common with the Assignor, save for ownership of less than 5% of any publicly traded shares) and is / are otherwise a genuine Debts or Other Claims or Rights arising from arms length contracts of supply under which the relevant supply has been made.
3.14. The Assignor will obtain a credit report from a recognised credit agency in respect of each Debtor whose Debts are assigned under this agreement and that credit report confirms that each such Debtor has a credit limit of in excess of the total Invoice Value of all Debts relating to that Debtor which have been assigned to the Assignee by the Assignor (whether under this agreement or otherwise) and which remain unsatisfied in whole or in part (including claims for interest, costs, expenses and late payment compensation in relation to such debts) at the date of the credit report. The latest satisfactory credit report as set out in this clause 3.14 will be provided to the Service Provider for the benefit of the Assignee by the Assignor as a condition precedent before the Assignee will consider litigating the matter through any court(s).
3.15. The contact details provided by the Assignor to the Service Provider and Assignee for the Debtors are those which any notice is required to be given to under the terms of the agreement between the Debtors and the Assignee under which the Debts or other Claims or Rights arise.
3.16. The Debts that are overdue, and due for payment, have no unexpired period of credit, undeclared credit notes or payments that have not been declared to the Service Provider and Assignee.
3.17 The Assignor will not raise further invoices for, or seek payment of, any statutory late payment fees, interest, or exercise such other rights in relation thereto, all of which will be reserved to, exercised and recovered by, the Service Provider and/or the Assignee as appropriate.

4. Consideration
4.1. The Assignee shall pay the Assignor the following sums in consideration of the assignment set out in this agreement:
4.1.1. The sum of £/€1 upon execution of the agreement by both parties, receipt of which the Assignor acknowledges; and
4.1.2. Subject to clauses 4.1.3, 4.1.4 and 4.1.8 100% less (i) any amounts deducted as set out in this agreement and (ii) any amount the Assignor has agreed to pay an introducing party in commission, which the Assignor hereby authorises the Assignee to withhold and pay) of any amount actually received by the Assignee in respect of the Invoice Value or any Other Claims or Rights (excluding claims for interest, cost, expenses or late payment compensation related to the Other Claims or Rights), such sum to be paid to the Assignor within 5 days of receipt of the same by the Assignee solicitors who are authorised and instructed to remit to the same direct to the Assignor. For the avoidance of doubt the Assignee shall not be obliged to make the payment under this clause 4.1.2 if the assignment under this agreement is in any way invalid unless or until the invalidity is corrected, or where (for any reason whatsoever) the assignee solicitors are not in receipt of cleared funds. The Assignor accepts that there may be currency conversions and accepts both the risk and cost in respect thereof.
4.1.3. In the event that the Assignee agrees (as it is entitled in its sole discretion to do) to accept and receives, or otherwise receives (including but not limited to pursuant to a court order or enforcement of the same) less than the total amount claimed in connection with a Debt or Other Claim or Right (including but not limited to amounts claimed in respect of costs, expenses, interest and late payment compensation) then in calculating the amount actually received by the Assignee in respect of the Invoice Value or Other Claims or Rights for the purpose of clause 4.1.2, the total awarded to the Assignee in respect of costs, expenses (including after the event insurance where insolvency proceedings are commenced), interest and late payment costs by the court shall be deducted from the amount actually received by the Assignee and shall be retained by the Assignee and the balance after such deduction shall be the amount by reference to which the percentage payable under clause 4.1.2 shall be calculated or, where there is a settlement with the Debtor so no court award is made, that part of the settlement sum that is agreed between the Debtor and the Assignee as being in respect of costs, expenses (including after the event insurance where insolvency proceedings are commenced), interest and late payment compensation shall be deducted from the total amount actually received by the Assignee and shall be retained by the Assignee and the balance after such deduction shall be the amount by reference to which the percentage payable under clause 4.1.2 shall be calculated. If a settlement is reached with the Debtor under which no allocation between costs, interest etc and Invoice Value (or in relation to Other Claims or Rights, the principal claim value) is made then the total costs, expenses (including after the event insurance where insolvency proceedings are commenced), interest and late payment compensation claimed in connection with the Debt or Other Claims or Rights shall be deducted from the total amount actually received by the Assignee and shall be retained by the Assignee and the balance after such deduction shall be the amount by reference to which the percentage payable under clause 4.1.2 shall be calculated. By way of example, say the total Debt plus interest, costs, expenses (including after the event insurance where insolvency proceedings are commenced) and late payment compensation claimed is £/€10,000 and the Invoice Value is £/€8,000. The court awards £/€8,000 for the Invoice Value and only £/€1,000 for the costs, interest and so on. The Debtor only pays£/€5,000, the Assignor deducts the £/€1,000 costs awarded from the £/€5,000 recovered giving a balance of £/€4,000. The amount payable to the Assignor under clause 4.1.2 will then be the percentage specified in clause 4.1.2 of £/€4,000. In the event that the total costs, expenses, interest and late payment compensation awarded or agreed with the Debtor exceeds the total amount recovered, the Assignee shall retain the full amount recovered and the amount payable under clause 4.1.2 shall be zero.
4.1.4. The Assignee shall not be obliged to pay the sum specified in clause 4.1.2 in the event that the Assignor is in any way in breach of the terms of this agreement (including a breach of y any of the Warranties) unless and until all such breaches are remedied, or where the Assignee has failed to provide the Assignee with any information, certification, document or assistance requested by the Assignee under clause 8.10.
4.1.5. The Assignor will remain responsible at all times and irrespective of whether any sum is received by it under this agreement for accounting for any VAT included in any Debt. The Assignee shall in no circumstances have any responsibility for accounting for any VAT on any Debt (whether to any Government authority or the Assignor) whether or not any recovery is made.
4.1.6. Where a payment plan is agreed with a Debtor (at the Assignees sole discretion) (the “Payment Plan”) any amounts payable to the Assignee shall be paid on the basis that failure by the Debtor to comply with the Payment Plan shall render the total of the original Debt immediately payable in respect of which any installments received pursuant to the Payment Plan are simply payments on account thereof the original Debt and the Assignee shall retain sole discretion as to whether to pursue the original Debt and/or any residual installments. In any event, all installments received by the Assignee shall be retained by the Assignee prior to, and in priority of, payment thereof any amounts due to the Assignor. From an operational perspective the Assignee, or as appropriate its solicitors, will hold any installments received pending completion of of the installment plan by the Debtor, or until such time (in the Assignee’s absolute discretion) it considers that no further installments are likely to be made under the Payment Plan, at which point the Assignee will crystalise the installments received as a global settlement and disburse funds due to the Assignor as set out in this agreement.
4.1.7. The Assignee will incur costs connected with the Debts that it will add to the Debt to be recovered directly from the debtor pursuant to the Directive 2011/7/EU of the European Parliament (as enacted and/or amended from time to time in national law, including in the United Kingdom the Late Payment of Commercial Debts (Interest) Act 1998) as set out in this agreement including but not limited to costs of instructing a Caresso Law consortium member firm of regulated solicitors to pursue the Debt or any part thereof by any means and costs of enforcement after judgment of the Court or agreement to pay is obtained, which save as for:
4.1.7.1 insolvency proceedings (of any kind)
4.1.7.2 disputed Debts
4.1.7.2 debts the subject of a counterclaim
4.1.7.4 debts in the High Court, or otherwise above £/€100,000
4.1.7.5 any other Debts subject to our pre-assignment notification;
are block rated at the following fixed price:
Amount of Debt (in local currency): Costs (in local currency):
£/€1 to 250 £/€125
£/€251 to 500 £/€250
£/€501 to 1,000 £/€400
£/€1,001 to 2,000 £/€450
£/€2,001 to 3,500 £/€500
£/€3,501 to 5,000 £/€600
£/€5,000 plus £/€750
Save that it will waive the legal costs set out in clause 4.1.7.5 if a Debt is paid within the time specified in the appropriate letter before action sent in the first instance to a Debtor. All amounts stated in this sub clause are exclusive of any VAT or other such sales tax from time to time applicable and exclude court costs, disbursements and other expenses which we will also seek to recover from the debtor.
4.1.8. The amount specified at 4.1.2(i) (“Retention”) shall be superseded by the following amounts:
4.1.8.1 the higher of the Retention or 25% where the date of assignment of a Debt pursuant to clause 4.1 is more than 1 year from the tax point thereof; or
4.1.8.2 the higher of the Retention or 35% where the date of assignment of a Debt pursuant to clause 4.1 is more than 2 years from the tax point thereof; or
4.1.8.3 the higher of the Retention or 35% where the Debt is or becomes disputed and the Assignee has, at its absolute and sole discretion, agreed to continue to pursue the matter on the basis that the Assignor shall, at the Asignees sole discretion, either (i) pay disbursements to be incurred by the Assignee in connection with pursuing the Debt or Other Claims or Rights in advance of such liability arising if and as demanded by the Assignee in its absolute and sole discretion at any time throughout the continuance of the matter (and the Assignee shall be entitled to refuse to pursue the Debt or Other Claims or Rights if such sums are not paid by the date specified for payment by the Assignee in which case the Assignor shall further hold harmless and indemnify the Assignee in respect of all costs, penalties, and other amounts incurred by it, or as awarded to the Debtor by a court of competent jurisdiction if the Assignor delays, or fails to comply in any way whatsoever); or (ii) pay the Assignee a fee of GBP850.00 (or as otherwise specified) on the basis that the Asignee's appointed solicitors agree to pursue the Debt or Other Claims or Rights further (which for the absolute avoidance of any doubt may, or may not, include issuing Court proceedings of any kind which shall remain at the Assignee's and appointed solicitors absolute and sole discretion), in which case the Assignor will not have to pay disbursements in connection with pursuing the Debt or Other Claims or Rights.

5. Assignee’s Obligations
5.1. Subject to clause 5.3 the Assignee will, subject to clause 6 below, take such steps as it in its sole discretion considers appropriate to seek to recover Debts and / or losses relating to Other Claims or Rights or such part thereof as the Assignee in its sole discretion considers appropriate. The Assignee will take such steps at its own cost (save as for the contingent cost as advertised at the Website of after the event insurance where insolvency proceedings are commenced by the Assignee). Such steps may include issuing letters before action and, if recovery is not made in response to the letter before action, commencing insolvency proceedings (if and where appropriate) or issuing court proceedings pursuant to the European small claims procedure where the Debt is one to which the same applies or issuing small claims in the English and Welsh Courts in relation to Debts to which the small claims track applies and where the English and Welsh courts have jurisdiction, or as it otherwise sees fit in its absolute and sole discretion.
5.2. The Assignee shall be entitled to compromise any claim for or entitlement to a Debt (including but not limited to for costs, expenses, interest and late payment compensation) or any Other Claims or Rights (including but not limited to costs, expenses, interest and late payment compensation) as it in its sole discretion determines.
5.3. If the Assignee’s assessment is that a Debt would be uneconomic to pursue, or continue to pursue, or the Assignee considers in its sole discretion that for any other reason it does not wish to pursue, or continue to pursue, a Debt or any other Claims or Rights, then the Assignee shall not be under any obligation to pursue the same. In those circumstances clause 6.1 below will apply.
5.4. The following provisions apply in relation to Debts validly assigned to the Assignee under this agreement where the relevant Debt is a Small Claim and is a business to business Debt pursuant to the supply of goods and services and excluding loan debts. In clause 5.4 and its sub clauses where a number of different Debts owed by the same Debtor are pursued in a single claim, the value of the judgment by reference to which amounts payable are calculated is the cumulative value of the judgment, excluding Additional Claims as defined below, as opposed to the value of the judgment in respect of each individual Debt comprising the claim, provided always that clause 5.4 and its sub clauses only apply at all where overall the claim is a Small Claim Clause 5.4 and its sub clauses do not apply in relation to Other Claims and Rights assigned to the Assignee by the Assignor and do not apply in relation to business to consumer Debts, disputed Debts (or those with a counterclaim), Debts one year or older or Debts which do not arise pursuant to the supply of goods or services, for instance Debts pursuant to loans are not covered by clause 5.4 and its sub clauses:
5.4.1. In the event that the Assignee issues Court proceedings to recover a Debt together with, if the Assignee so elects, interest, costs, expenses and late payment compensation relating to a Debt (or any of these items) (“Additional Claims”) or any part of it and obtains a judgment from the Court (in any jurisdiction) in respect of that Debt and Additional Claims (if made) then if the judgment remains entirely unsatisfied 180 days after it is granted by the Court then provided the Assignor is not in breach of any of the terms of this agreement (for the avoidance of doubt if any of the representations given by the Assignor in clause 3 of this agreement are untrue, the Assignor will be in breach of this agreement), the Assignee will pay the Assignor a sum calculated in accordance with clauses 5.4.2 and 5.4.3 within 14 days of the date on which the judgment of the Court became unsatisfied for 180 days. For the avoidance of doubt, if (i) any amount, however small, is recovered in respect of a Debt and / or Additional Claims within 180 days of the date of the Court’s judgment, or (ii) insolvency proceedings are commenced (by any party whatsoever), or (iii) the Debtor becomes insolvent, or (iv) the Debtor enters into administration, liquidation or otherwise has a receiver appointed (or a other or similar like insolvency event takes place), or (iv) it is reasonable for the Assignee, or its instructed solicitor(s), to take the view that the Debtor can no longer meets its debts as they fall due, then clause 5.4.1 does not apply and the amount payable to the Assignor, if anything, will be calculated in accordance with clause 4.1.2.
5.4.2. The amounts payable are as follows:
Amount of judgment excluding % of amount of judgment excluding
Additional Claims Additional Claims
£/€1 to £/€5,000 100%
(hereinafter the “SLA”).
5.4.3. The amount payable under clause 5.4.1 shall be determined by multiplying the figure arrived at by applying the percentage in the SLA table at 5.4.2 to the relevant judgment sum by the KPI Percentage. By way of example, if the relevant judgment debt is £/€3,000 and the KPI Percentage is 90%, the amount payable to the Assignor under clause 5.4.1 would be £/€2,700.
5.4.4. For the avoidance of doubt if the judgment is for less than or equal to £/€1 nothing is payable to the Assignor under clause 5.4.1.
5.4.5. In the event that the judgment is for more than the Small Claim Limit, nothing is payable to the Assignor under clause 5.4.1.
5.4.6. In the event that any part of a judgment is recovered after 180 days from the date of the judgment, the obligation on the Assignee to pay the sum calculated in accordance with clause 4.1.2 shall not apply having been replaced by the obligation to make payment under clause 5.4.1.

6. Continuance and Re-Assignment
6.1. In the event that the Assignee decides not to pursue, or continue to pursue, a Debt or any part of it or the Other Claims or Rights or any part of them it will notify the Assignor that this is the case. The Assignee will, subject as set out herein, automatically re-assign that part of the Debt or the Other Claims or Rights as the Assignee elects not to pursue re-assigned to it. Subject to clause 6.2, in the event of re-assignment under this clause 6.1, the Assignor shall not be required to reimburse or otherwise pay the Assignee any amount in respect of the costs or expenses incurred by the Assignee in pursuing the Debt or the Other Claims or Rights (or the relevant parts thereof) up to the point of re-assignment, subject to clause 6.2. If an election for re-assignment is made under this clause the Assignee shall execute an appropriate re-assignment. This clause is without prejudice to the Assignee’s rights under clause 7 below and all terms of this agreement, including but not limited to clause 7, remain valid and in force notwithstanding any re-assignment pursuant to this clause 6.1.
6.2. In the event the Assignee is in breach of any terms of this agreement then if the Assignee elects to give a re-assignment under clause 6.1 the Assignee shall only be obliged to re-assign once the Assignor has paid to the Assignee a sum equivalent to the amount the Assignee has paid or is liable to pay in respect of pursuing that part of the Debt and / or the Other Claims or Rights the Assignee has elected not to pursue. A letter confirming such amount from the Assignee’s relevant advisors shall be conclusive proof of the amount due.
6.3. In the event of any breach of any term of this agreement by the Assignor the Assignee shall be entitled in its sole discretion to elect to re-assign any Debts and any Other Claims or Rights or such part or parts of any Debts and / or the Other Claims or Rights as the Assignee shall in its sole discretion decide. In the event that the Assignee so elects the Assignor shall pay to the Assignee all amounts the Assignee has incurred or incurs liability in respect of (whether paid or not) in any way connected with any Debts, any Other Claims or Rights, the assignment, the re-assignment or the pursuit of said Debts or any part thereof or any pursuit of any Other Claims or Rights or any part thereof. A letter confirming such amount from the Assignee’s relevant advisors shall be conclusive proof of the amount due.
6.4. Any re-assignment pursuant to clause 6.3 will be without prejudice to the Assignee’s other rights under this agreement, including but not limited to under clause 7 below. Notwithstanding re-assignment pursuant to clauses 6.1 or 6.3, all obligations on the Assignor under this agreement will remain valid and in force.
6.5. The Assignor’s sole remedies in respect of any breach by the Service Provider and/or the Assignee of the terms of this agreement shall be entitlement to re-assignment of Debts (or the relevant part thereof) and / or the Other Claims or Rights (or the relevant party thereof) or where the breach is a failure to pay sums due under clause 4.1.2 or 5.4.1 of this agreement, payment of the sums due under clauses 4.1.2 or 5.4.1 where those amounts are correctly payable in accordance with the terms of this agreement. The Service Provider and/or the Assignee shall not be liable to the Assignor for any consequential losses, out of pocket expenses or other losses incurred by the Assignor.
6.6. In this clause any reference to a Debt or the Other Claims or Rights is to the relevant part of a Debt or the Other Claims or Rights. As an alternative to reassignment under clause 6.1 and if the Assignee is willing to continue to pursue a Debt or other Claims or Rights which it would not be willing to pursue except as provided for in this clause, then the Assignor may request that the Assignee continues to pursue a Debt or the Other Claims or Rights on the basis that the Assignor will either (i) pay pall disbursements to be incurred in connection with pursuing the Debt or Other Claims or Rights in advance of such liability arising and as demanded by the Assignee (and the Assignee shall be entitled to refuse to pursue a Debt or Other Claims or Rights if such sums are not paid by the date specified for payment by the Assignee), or (ii) herein agree that the percentage of a Debt to be retained as originally specified at clause 4.1.2(i) shall be modified to 50% (or such other sum notified by the Assignee) in the event that the Assignee waives the requirement 6.6(i). In any event the Assignee shall no longer be bound by clause 5.4 in relation to such a Debt or the Other Claims or Rights from the point at which the Assignee first indicates that it will not be pursuing a Debt or the Other Claims or Rights. As such no payment will in any circumstances be due to the Assignor under clause 5.4 or any of its sub clauses in the event that this clause 6.6 applies. For the avoidance of doubt, even if the Assignor asks the Assignee to continue to pursue a Debt or the Other Claims or Rights under this clause 6.6, the Assignee remains entitled to refuse even if the Assignor is willing to accept and comply with the terms of this clause 6.6. All other provisions of the is agreements except as expressly dis-applied in this clause 6.6 continue to apply in the event of the Assignee agreeing to pursue a Debt or Other Claims or Rights under this clause 6.6.
6.7. If the Assignee has before the event insurance which may cover the costs (including adverse costs) of any action to pursue the Debt or Other Claims or Rights then the Assignee can elect at its sole discretion to re-assign the relevant Debt and/or Other Claims or Rights to the Assignor. If the Assignee so elects pursuant to this clause the following provisions will then apply in relation to that reassignment:
6.7.1 The Assignor will, following the re-assignment pursuant to clause 6.7, continue to instruct the legal representatives appointed by the Assignee to pursue the Debt or Other Claims or Rights prior to the re-assignment. The Assignor will become the client of the relevant legal representative from the point of re-assignment under clause 6.7 and will be responsible for any sums which fall due or may fall due the legal representative after the date of the re-assignment.
6.7.2 The Assignor agrees that all costs and expenses incurred by the Assignee or for which the Assignee will potentially be liable (dependent upon the outcome of the claim) to the legal representative instructed to pursue a Debt or the other Claims or Rights prior to the re-assignment under clause 6.7 will be paid to the Assignee out of the amounts recovered in respect of the Debt or Other Claims or Rights (including any associated costs, expenses, interest or late payment compensation) first in priority to any other payments or amounts due and before any other deductions are made. Where the proceeds of a Debt or Other Claims or Rights are received by the legal representative instructed to pursue recovery of the same, the Assignor hereby irrevocably authorises the legal representative to apply the proceeds first in discharging any liability of the Assignee to the legal representative in relation to that Debt or Other Claim or Right, or if the Assignee has previously made payment of that liability to the legal representative, to pay the relevant amount to the Assignee without reference to the Assignor.
6.7.3 The Assignor will within 7 days following the re-assignment under clause 6.7 give written notice to the Debtor of the re-assignment by registered post with evidence thereof uploaded to the Portal, or emailed to us in reply to the notification email - taking care to preserve the subject line so that our systems can automatically attach it to the relevant case within our case management system.
6.7.4 The Assignor and the Assignee will take all reasonable steps to give effect to the re-assignment with the intention that the Assignor’s Before The Event insurance cover can be applied in respect of the pursuit of the claim.
6.7.5 The Assignor will indemnify the Service Provider and the Assignee against any costs, claims, liabilities, losses, penalties, fines or expenses incurred by or claimed from the Assignee in connection with the re-assignment including but not limited to any liability to or claims by the legal representative instructed to pursue recovery of the Debt or Other Claims or Rights whether in respect of costs, expenses or otherwise and including but not limited to any costs awarded to the Debtor or any third party in connection with the pursuit of the Debt or Other Claims or Rights.
6.7.6 The Assignor will pay the Assignee the amounts claimed by the Assignee over and above the Debt recovered in respect of the Debt or other Claims or Rights (including costs, expenses, interest and late payment compensation) after deduction of any costs and expenses incurred in connection with pursuing the Debt or other Claims or Rights for which it is liable. For the avoidance of doubt there will be no deduction in respect of costs or expenses covered by any provider of costs insurance such that the Assignor does not pay or is not liable for the same. The amount due to the Assignee under this clause 6.7.6 will be paid within 7 days of receipt of the proceeds by the Assignor and if the same are received by the legal representative instructed to pursue the Debt or the Other Claims or Rights the Assignor hereby irrevocably authorises the legal representative to pay the sum due to the Assignee under this clause directly to the Assignee.
6.8. In the event of any re-assignment of a Debt or Other Claims or Rights by the Assignee to the Assignor the Assignee shall cease to be liable to make any payment to the Assignor beyond the initial consideration paid pursuant to clause 4.1.1. The parties acknowledge that the other payments that may fall due from the Assignee under this agreement are dependent upon it receiving the proceeds of and/or pursuing to a conclusion the Debt or Other Claims or Rights and upon re-assignment no such proceeds will be received and the Assignee will cease to be responsible for pursuing the Debt or Other Claims or Rights.
6.9. In the event of a re-assignment to the Assignor pursuant to clause 6 the Assignor hereby confirms that the Assignee is authorised to apply the Assignor’s digital signature to such re-assignment to give effect to the same.

7. Indemnity
7.1. The Assignor indemnifies the Service Provider and Assignee against all costs, claims, liabilities, expenses, fines, penalties or losses incurred by or made against the Assignor, the Service Provider and/or Assignee connected with any breach of this agreement by the Assignor including but not limited to any costs or expenses the Assignee incurs in pursuing a Debt or any Other Claims or Rights in circumstances where any of the Assignor’s representations in clause 3 are untrue or in any way inaccurate.
7.2. The Assignor indemnifies the Service Provider and Assignee against all and any losses, costs or expenses it suffers or incurs (or has incurred) and against any claims intimated or threatened against the Assignor and/or Assignee as a result of any amount recovered by the Assignee in respect of a Debt or any Other Claims or Rights being reclaimed by the Debtor, any third party claiming security over or an interest in the Debt or Other Claims or Rights, any Liquidator or Administrator of the Debtor or any assignee of the Debtor’s rights to seek repayment including but not limited to indemnifying the Assignee in respect of any amount paid by the Assignee to the Assignor pursuant to clauses 4.2 or 5.4.1 in respect of a Debt or any Other Claims or Rights. The Assignee shall, in the event of any such amount being reclaimed, not obliged to resist such claim or wait for its outcome before relying on this indemnity.
7.3. The Assignor indemnifies the Service Provider and Assignee in respect of any and all losses, costs or expenses it suffers or incurs (or has incurred) and against any claims intimated or threatened against the Assignor and/or Assignee as a result of the failure to maintain the Accounting System or Synchronisation thereof.

8. Assignor’s Further Obligations
8.1. The Assignor will take all steps the Service Provider and/or Assignee requests it to take to give effect to this agreement, including but not limited to such steps as required in the relevant jurisdiction to legally assign and transfer the rights to which this agreement relates to the Assignee. The Assignee shall be entitled to provide notification of the assignment under this agreement to the Debtor without the need to notify the Assignor.
8.2. The Assignor authorises and instructs the Assignee to give written notice on their behalf to the Debtor of the assignment of any Debts as set out in Schedule 1 and therein give notice that any payment in respect of the Debt or any Other Claims or Rights or any interest, costs, expenses or late payment compensation in relation to any Debt or Other Claims or Rights must be paid to the Assignee. If the Assignee, or local law so requires, said notice shall also be sent, in the form provided by the Assignee to the Assignor, by registered/signed for post. The Assignor shall, having been asked to send such notice, or reply to any other matter in relation to a specific case, upload evidence of sending and receipt by the Debtor to the Portal by emailing the same to the Assignee at: [email protected] with the caseid stated in the subject line - for example if the case id is 1234, then you must include in the subject line: [CASEID: 1234].
8.3. The Assignee may, if it so elects, bring Court proceedings or other legal process in relation to the Debt or any other Claims or Rights in the name of the Assignor and the Assignor hereby grants the Assignee full authority to bring such proceedings in the Assignor’s name. The Assignor will co-operate fully with any proceedings brought in respect of a Debt or any Other Claims or Rights whether brought in the Assignee’s name or the Assignor’s name including but not limited to in relation to the provision of information whether for disclosure or otherwise and making relevant staff or other relevant people available for providing instructions, information, witness statements or attending Court. The Assignor will act as directed by the Assignee in relation to any proceedings brought or to be brought under this agreement in the Assignor’s name.
8.4. In the event that proceedings are commenced in the name of the Assignor under clause 8.4, the Assignor will pursue those proceedings as directed by the Assignee, with the Assignee meeting the costs of pursuing those proceedings, subject to the provisions of this agreement.
8.5. The Assignor agrees to take steps to preserve all documents relating to a Debt and any Other Claims or Rights, the underlying contract and all circumstances giving rise to the Debt and any Other Claims or Rights in accordance with the obligations to preserve documents under the Civil Procedure Rules as in force at the date of this agreement.
8.6. In the event that any sum is paid by the Debtor (or on its behalf) in respect of a Debt,any Other Claims or Rights or any claims for interest, late payment compensation, costs or expenses in any way connected with the Debt or the Other Claims or Rights to the Assignor, the Assignor shall immediately upon receipt of the same pay that sum in full to the Assignee and shall, pending making payment of that sum to the Assignee, hold the same on trust for the Assignee.
8.7. The Assignor will not deal with or purport to deal with any Debt or Other Claims or Rights assigned under this agreement, or any connected claims or rights, for example in respect of interest or late payment compensation.
8.8. The Assignor will not grant or purport to grant any forbearance or time to pay to in respect of a Debt or other Claims or Rights assigned under this agreement, or any connected claims or rights, for instance for interest or late payment compensation. Nor will the Assignor compromise or purport to compromise a Debt or Other Claims or Rights assigned under this agreement, or any connected claims or rights, for instance for interest or late payment compensation.
8.9. Any failure on the part of the Assignee to exercise any rights arising under this agreement shall not constitute a waiver or release of those rights and the Assignor shall not allege that any such failure on the part of the Assignee or action on the part of the Assignee that is contrary to or contradicts any right of the Assignee in any way prevents the Assignee from relying on such rights.
8.10. The Assignor will promptly provide the Assignee with any information, certification, document or assistance requested by the Assignee in connection with Due Diligence carried out by the Assignee in respect of the Assignor.
8.11. The Assignor will keep the Accounting System up to date with all new invoices, payments and credit notes. It will also maintain Synchronisation.

9. Execution
9.1. This agreement may be executed by the application of digital signatures to the document in circumstances where each party has provided their digital signature for the purpose of executing the agreement and has consented to their digital signature so supplied being applied to the agreement. Once both parties’ digital signatures have been applied the agreement shall be immediately binding and effective.

10. Governing Law
10.1. This agreement is governed by the laws of Guernsey and any disputes or matters arising under or in connection with it shall be subject to the exclusive jurisdiction of the Courts of Guernsey save that for the absolute avoidance of any doubt the Assignee shall remain at liberty to bring, and or enforce, any action and or debt, as against the Assignor in, and subject to the laws thereof, any jurisdiction anywhere else in the world.

11. Severance
11.1. If any sub-clause of this agreement is found to be unenforceable for any reason it shall be deleted and its deletion shall not affect the validity or enforceability of the remainder of the agreement.

12. Set Off
12.1. The Assignee shall be entitled to set off against any sums due to or claimed by the Assignor from the Assignee (including but not limited to sums due or claimed under clauses 4 or 5) any sum due to or claimed by the Assignee from the Assignor whether under this agreement or otherwise and including but not limited to sums due or claimed under clause 7 and sums claimed by the Assignee pursuant to alleged breaches of the terms of this agreement by the Assignor.

13. Entire Agreement
13.1. Save as set out in this clause this agreement constitutes the entire agreement between the parties in relation to its subject matter. Except as provided for in this clause both parties acknowledge that they have not relied on any statements or representations beyond those set out in this agreement in entering into it. The Assignee has, however, relied on any information provided by the Assignor, whether in written form or orally, in relation to a Debt, the Other Claims or Rights, any agreements giving rise to the Debt or the Other Claims or Rights, or information relating to the Debtor or their ability to pay. For the avoidance of doubt the Assignor does rely on the confirmations, warranties and representations given by the Assignor in this agreement.

14. Protected Cell Company Status
14.1 The Assignor acknowledges and confirms that it understands that the Assignee is a Guernsey protected cell company and that the assets and liabilities of each cell of the Assignee are required to be kept separate and identifiable from the assets and liabilities of any other cell and from also the Assignee’s core assets and liabilities and that the assets and liabilities will accordingly be protected under Part XXVII of the Companies (Guernsey) Law, 2008, as amended.
14.2 The Assignor acknowledges and confirms that it understands that any liability of the Assignee arising under, by virtue of or pursuant to this agreement shall be a liability solely referable to the Caresso Law (EU Litigation Fund) Cell and recourse shall be had solely to the assets of the Caresso Law (EU Litigation Fund) Cell and no recourse shall be had to the assets attributable to any other cell of the Assignee or the core of the Assignee.

15. Term And Termination
15.1. This agreement shall continue, unless terminated as set out in this agreement or by either party as set out below, without limitation to point of reference in time.
15.2. Either party may terminate this agreement with one (1) month's notice to the other (the “Notice”).
15.3. Notice shall be given digitally via the Portal.
15.4. Termination of this agreement shall not affect the rights and obligations of either party in relation to any invoices already being processed and/or any Debts already assigned to the Assignee under this agreement.
15.5. Clauses 7, 8, 10, 11 and 12 along with any other clause as stated therein shall for the absolute avoidance of any doubt survive termination of this agreement for any reason whatsoever without limitation to point of reference in time.

SCHEDULE 1
NOTICE OF ASSIGNMENT OF DEBT (AND ALL ASSOCIATED RIGHTS AND CAUSES OF ACTION THEREIN VESTED):
We hereby give you notice that by an agreement dated [DATE OF EXECUTION OF THIS AGREEMENT WILL BE INSERTED HERE] ("the Date") we [YOUR FULL DETAILS PRINTED HERE] ("the Assignor") assigned all our rights, title, interest, and benefit in and to our invoices to you listed below along with the debts those invoices give rise to, any associated claims for interest or late payment compensation and any other claims or rights we have against you to [OUR DETAILS WILL BE INSERTED HERE] ("The Assignee") with effect from [THE DATE WILL BE INSERTED HERE] ("the Assigned Debts").

In future, you should deal solely with the Assignee in respect of the Assigned Debts and other rights ("the Assigned Rights"); all correspondence relating to Assigned Rights should be directed (only in relation to genuine disputes or payment plans) to [THE ASIGNEES, OR SOLICITORS APPOINTED BY THE ASSIGNEE WILL BE PRINTED HERE].

In order to conduct litigation efficiently, securely and with full evidential integrity, please direct all correspondence wherever possible via their secure online debt portal located at: [A DEDICATED LINK TO THE CASE WILL BE PROVIDED HERE]

Caresso Law is a digital litigation service and it is strongly advised that all correspondence, including service of proceedings, be directed via the portal, where you may notify us of, and upload, any correspondence including offers to settle as well as proof of payment. You may also email us, which will also update our portal, but if you email you must include the case number in the subject - for example: [CASE:XXXX], where XXXX is our case reference as stated in correspondence, otherwise it will be rejected. Solicitors for Caresso Law are authorised to accept service via said portal. You should now only contact us, or the Assignor if you have any questions concerning the validity (only) of this assignment, in which case please contact the Assignor on: [YOUR DETAILS WILL BE INSERTED HERE]. Please make direct payment to the Assignee as follows, in the stated currency (note that the amount increases every day with late payment interest):

[DETAILS OF THE ASSIGNED INVOICES, WHAT TO PAY AND WHERE TO PAY WILL BE PRINTED HERE].

[FOR INTERNAL USE ONLY: Caresso_Care 230522 (C) Caresso Law (International) Ltd]

Our Specimen Terms & Conditions in relation to our ad-hoc debt litigation service

ASSIGNMENT AGREEMENT TERMS & CONDITIONS

This Assignment Agreement shall be effective upon the mutual digital execution by:
(1) [YOUR DETAILS WILL BE PRINTED HERE] (“The Assignor”)
And
(2) Caresso Law (Litigation SPV) Protected Cell Company Ltd, a protected cell company registered in Guernsey with registration number 68924 with registered office address at The Albany, South Esplanade, St Peter Port, Guernsey GY1 1AQ, contracting for and on behalf of and solely in respect of the Caresso Law (EU Litigation Fund) Cell (“The Assignee”)

WHEREAS:

A. The Assignor has a debt or debts that it has been unable to recover.
B. The Assignee is willing to purchase unpaid debts and pursue their recovery at its own cost.
C. The Assignor and Assignee have agreed that the Assignee will purchase from the Assignor the debts and associated rights referred to in this agreement on the terms set out herein.

AGREED TERMS:

1. Definitions
1.1. In this agreement the following terms shall have the meaning set out next to them:
“Debt” means the debt or debts specified in schedule 1 attached hereto this agreement.
"Debtor” means the party that owes the Debt.
“Due Diligence” means initial, and on-going, due diligence checks required by law or applicable rules and/or as otherwise required by the Assignee in its absolute discretion, including (without limitation) checks relating to crime, anti-money laundering, counter terrorism and know-your-customer.
“Invoice Value” means the amount of the invoice(s) comprising the Debt but excluding any interest or late payment compensation charges (whether contractual, statutory or otherwise) connected with the Debt and excluding any costs or expenses (whether contractual, statutory, awarded by the Court or otherwise) connected with the Debt including but not limited to costs of pursuing the Debt or any part thereof by any means and costs of enforcement after judgment of the Court or agreement to pay is obtained.
“KPI Percentage” means Figure B divided by Figure A where Figure A is the total Invoice Value of all invoices assigned by the Assignor to the Assignee (whether under this agreement or otherwise) in respect of which any amount is received by the Assignee in the365 day period immediately prior to the calculation date and Figure B is the amount received by the Assignee in respect of the invoices comprising Figure A during the same 1 year period. In calculating Figure B for the purposes of this calculation any amount received by the Assignee (or by the Assignor if the payment is made to it rather than the Assignee) in respect of interest, costs, expenses or late payment compensation (whether contractual or statutory in each case) connected with a Debt in respect of which a recovery is made in the relevant 1 year period shall be deducted from the total amount received in respect of the invoices comprising Figure A during the 1 year period and the net figure is Figure B. In circumstances where a partial recovery is made on a Debt in the 1 year period such that the full amount of the relevant Invoice Value plus all costs, expenses, interest and late payment compensation is not recovered, for the purpose of the calculation of the KPI Percentage the full amount of the costs, expenses, interest and late payment compensation claimed in relation to the relevant Debt shall be deducted from the amount received in respect of that Debt and the net amount after such deduction shall be Figure B. For the avoidance of doubt, where there have been no recoveries (calculated as set out in this definition, in respect of Debts assigned by the Assignor to the Assignee during the relevant 1 year period , then the KPI Percentage shall be 100% and where the net recovery is zero after deduction of costs, expenses, interest and late payment compensation in respect of Debts assigned by the Assignor to the Assignee during the relevant 1 year period , then the KPI Percentage shall be zero.
"Portal” means the online platform through which Debts are notified for assignment to the Assignee and managed - https://crm.caresso.law
“Small Claim” means any claim issued by the Assignee (or by the Assignor at the direction of the Assignee pursuant to the provisions of this agreement) against a Debtor where the total claim value excluding interest and late payment costs does not exceed €/£5,000. For the avoidance of doubt, where the claim includes a number of different Debts assigned separately by the Assignor but relating to the same Debtor and the total aggregate value of those Debts plus interest and late payment costs pursued in a single claim exceeds the Small Claim Limit, such claim shall not be a Small Claim.
“Small Claim Limit” means €5,000 in relation to Debts due from Debtors who are required to be or who are in fact pursued within the European Union (excluding the UK), and £5,000 in relation to all Debts due from Debtors who are required to be or who are in fact pursued within the UK.
“Warranties” means each, any and all of the warranties set out in clause 3.

2. Assignment
2.1. 2.1. Once this agreement is signed by both parties the Assignor hereby transfers and assigns with full title guarantee the Debt to the Assignee together with all rights and claims associated with the Debt including but not limited to all rights and claims to costs, expenses, interest and late payment compensation connected with the Debt and the right to sue in respect of the Debt once notice of this assignment has been given. The assignment is on the terms set out in this agreement.
2.2. Once this agreement is signed by both parties the Assignor further herby transfers and assigns with full title guarantee all claims, causes of action and losses (“Other Claims or Rights”) connected with or arising from the Debt and / or the supply giving rise to the Debt including but not limited to all rights and claims to interest, costs, expenses and late payment compensation. The assignment is on the terms set out in this agreement.

3. Assignor’s Representations
The Assignor confirms, warrants and represents as a condition of this agreement that:
3.1. The Debt and any Other Claims or Rights are not subject to any security in favour of a third party including but not limited to under any debenture or other charge in favour of its bankers.
3.2. The Debt and any other Other Claims or Rights have not been assigned or transferred (whether in whole or part) to any third party including but not limited to pursuant to any factoring or invoice discounting agreement.
3.3. The Debtor has not indicated that it has any complaint or counterclaim in respect of the underlying contract giving rise to the Debt, whether in relation to the particular goods or services to which the Debt relates or in relation to any other goods or services supplied by the Assignor to the Debtor.
3.4. It is not aware of any circumstances or facts which could give rise to a claim by the Debtor whether in relation to the goods or services to which the Debt relates or any other supply by the Assignor to the Debtor.
3.5. There is no prohibition or restriction on the assignment or transfer of the Debt in the contract with the Debtor under which the Debt arises.
3.6. The Debtor is not, in so far as the Assignor is aware having made enquiries of credit agencies and the Insolvency Service, insolvent.
3.7. All details of the Debtor provided by the Assignor to the Assignee are accurate. The Assignor will provide such further details of the Debtor as the Assignee shall request at any point.
3.8. The Debt, any other Claims or Rights and all associated claims remain unpaid and unsatisfied at the date of this agreement.
3.9. All information provided by the Assignor to the Assignee in connection with the Debt or any Other Claims or Rights (whether orally or in writing) is true and accurate and not in any way misleading.
3.10. The Debt and any Other Claims or Rights does / do not arise pursuant to and are not in any way invalidated by any fraud or illegality.
3.11. The Debt and any Other Claims or Rights are capable of being legally assigned in the jurisdiction in which they arise.
3.12. The Assignor has the power and authority to enter into this agreement and the person signing on behalf of the Assignor has authority to do so. The individual signing shall be personally liable to the Assignee if the confirmation in this clause 3.12 is not true.
3.13. The Debt and any Other Claims or Rights do not arise from a transaction with a connected party (a party that shares any directors, members, partners or owners in common with the Assignor, save for ownership of less than 5% of any publicly traded shares) and is / are otherwise a genuine Debt or Other Claims or Rights arising from arms length contracts of supply under which the relevant supply has been made.
3.14. The Assignor has obtained a credit report from a recognised credit agency in respect of each Debtor whose debts are assigned under this agreement and that credit report confirms that each such Debtor has a credit limit of in excess of the total Invoice Value of all Debts relating to that Debtor which have been assigned to the Assignee by the Assignor (whether under this agreement or otherwise) and which remain unsatisfied in whole or in part (including claims for interest, costs, expenses and late payment compensation in relation to such debts) at the date of the credit report. The credit report will be provided to the Assignee by the Assignor.
3.15. The contact details provided by the Assignor to the Assignee for the Debtor are those which any notice is required to be given to under the terms of the agreement between the Debtor and the Assignee under which the Debt or other Claims or Rights arise.
3.16. The Debt is immediately due for payment and there is no unexpired period of credit.
3.17 The Assignor will not raise further invoices for, or seek payment of, any statutory late payment fees, interest, or exercise such other rights in relation thereto, all of which will be reserved to, exercised and recovered by, the Assignee as appropriate.

4. Consideration
4.1. The Assignee shall pay the Assignor the following sums in consideration of the assignment set out in this agreement:
4.1.1. The sum of £/€1 upon execution of the agreement by both parties, receipt of which the Assignor acknowledges; and
4.1.2. Subject to clauses 4.1.3, 4.1.4 and 4.1.8 100% less (i) [ANY CUSTOM RETENTION - USUALLY NIL] plus VAT as appropriate (retained by the Assignee); and (ii)[ANY CUSTOM RETENTION AMOUNT YOU HAVE AGREED SHOULD PAY TO ANOTHER PARTY OR REFERRER - USUALLY NIL] plus VAT as appropriate (the amount the Assignor has agreed to pay an introducing party in commission, which the Assignor hereby authorises the Assignee to withhold and pay) of any amount actually received by the Assignee in respect of the Invoice Value or any Other Claims or Rights (excluding claims for interest, cost, expenses or late payment compensation related to the Other Claims or Rights), such sum to be paid to the Assignor within 5 days of the end of the month of receipt of the same by the Assignee. For the avoidance of doubt the Assignee shall not be obliged to make the payment under clause 4.1.2 if the assignment under this agreement is in any way invalid unless or until the invalidity is corrected, or where (for any reason whatsoever) the assignee is not in receipt of cleared funds. The Assignor accepts that there may be currency conversions and accepts both the risk and cost in respect thereof.
4.1.3. In the event that the Assignee agrees (as it is entitled in its sole discretion to do) to accept and receives, or otherwise receives (including but not limited to pursuant to a court order or enforcement of the same) less than the total amount claimed in connection with the Debt or Other Claim or Right (including but not limited to amounts claimed in respect of costs, expenses, interest and late payment compensation) then in calculating the amount actually received by the Assignee in respect of the Invoice Value or Other Claims or Rights for the purpose of clause 4.1.2, the total awarded to the Assignee in respect of costs, expenses (including after the event insurance where insolvency proceedings are commenced), interest and late payment costs by the court shall be deducted from the amount actually received by the Assignee and shall be retained by the Assignee and the balance after such deduction shall be the amount by reference to which the percentage payable under clause 4.1.2 shall be calculated or, where there is a settlement with the Debtor so no court award is made, that part of the settlement sum that is agreed between the Debtor and the Assignee as being in respect of costs, expenses (including after the event insurance where insolvency proceedings are commenced), interest and late payment compensation shall be deducted from the total amount actually received by the Assignee and shall be retained by the Assignee and the balance after such deduction shall be the amount by reference to which the percentage payable under clause 4.1.2 shall be calculated. If a settlement is reached with the Debtor under which no allocation between costs, interest etc and Invoice Value (or in relation to Other Claims or Rights, the principal claim value) is made then the total costs, expenses (including after the event insurance where insolvency proceedings are commenced), interest and late payment compensation claimed in connection with the Debt or Other Claims or Rights shall be deducted from the total amount actually received by the Assignee and shall be retained by the Assignee and the balance after such deduction shall be the amount by reference to which the percentage payable under clause 4.1.2 shall be calculated. By way of example, say the total Debt plus interest, costs, expenses (including after the event insurance where insolvency proceedings are commenced) and late payment compensation claimed is £/€10,000 and the Invoice Value is £/€8,000. The court awards £/€8,000 for the Invoice Value and only £/€1,000 for the costs, interest and so on. The Debtor only pays£/€5,000., the Assignor deducts the £/€1,000 costs awarded from the £/€5,000 recovered giving a balance of £/€4,000. The amount payable to the Assignor under clause 4.1.2 will then be the percentage specified in clause 4.1.2 of £/€4,000. In the event that the total costs, expenses, interest and late payment compensation awarded or agreed with the Debtor exceeds the total amount recovered, the Assignee shall retain the full amount recovered and the amount payable under clause 4.1.2 shall be zero.
4.1.4. The Assignee shall not be obliged to pay the sum specified in clause 4.1.2 in the event that the Assignor is in any way in breach of the terms of this agreement (including a breach of y any of the Warranties) unless and until all such breaches are remedied, or where the Assignee has failed to provide the Assignee with any information, certification, document or assistance requested by the Assignee under clause 8.10.
4.1.5. The Assignor will remain responsible at all times and irrespective of whether any sum is received by it under this agreement for accounting to HMRC for any VAT included in any Debt. The Assignee shall in no circumstances have any responsibility for accounting for any VAT on any Debt (whether to any Government authority or the Assignor) whether or not any recovery is made.
4.1.6 Where a payment plan is agreed with the Debtor (at the Assignees sole discretion) (the “Payment Plan”) any amounts payable to the Assignee shall be paid on the basis that failure by the Debtor to comply with the Payment Plan shall render the total of the original Debt immediately payable in respect of which any installments received pursuant to the Payment Plan are simply payments on account thereof the original Debt and the Assignee shall retain sole discretion as to whether to pursue the original Debt and/or any residual installments. In any event, all installments received by the Assignee shall be retained by the Assignee prior to, and in priority of, payment thereof any amounts due to the Assignor. From an operational perspective the Assignee, or as appropriate its solicitors, will hold any installments received pending completion of of the installment plan by the Debtor, or until such time (in the Assignee’s absolute discretion) it considers that no further installments are likely to be made under the Payment Plan, at which point the Assignee will crystalise the installments received as a global settlement and disburse funds due to the Assignor as set out in this agreement.
4.1.7 The Assignee will incur costs connected with the Debt that it will add to the Debt to be recovered directly from the debtor pursuant to the Directive 2011/7/EU of the European Parliament (as enacted and/or amended from time to time in national law, including in the United Kingdom the Late Payment of Commercial Debts (Interest) Act 1998) as set out in this agreement including but not limited to costs of instructing a Caresso Law consortium member firm of regulated solicitors to pursue the Debt or any part thereof by any means and costs of enforcement after judgment of the Court or agreement to pay is obtained, which save as for:
4.1.7.1 insolvency proceedings (of any kind)
4.1.7.2 disputed Debts
4.1.7.2 debts the subject of a counterclaim
4.1.7.4 debts in the High Court, or otherwise above £/€100,000
4.1.7.5 any other Debts subject to our pre-assignment notification;
are block rated at the following fixed price:
Amount of Debt (in local currency) Costs (in local currency)
£/€1 to 250 £/€125
£/€251 to 500 £/€250
£/€501 to 1,000 £/€400
£/€1,001 to 2,000 £/€450
£/€2,001 to 3,500 £/€500
£/€3,501 to 5,000 £/€600
£/€5,000 plus £/€750
All amounts stated in this sub clause are exclusive of any VAT or other such sales tax from time to time applicable and exclude court costs, disbursements and other expenses which we will also seek to recover from the debtor.

4.1.8. The amount specified at 4.1.2(i) (“Retention”) shall be superseded by the following amounts:
4.1.8.1 the higher of the Retention or 25% where the date of assignment of a Debt pursuant to clause 4.1 is more than 1 year from the tax point thereof; or
4.1.8.2 the higher of the Retention or 35% where the date of assignment of a Debt pursuant to clause 4.1 is more than 2 years from the tax point thereof; or
4.1.8.3 the higher of the Retention or 35% where the Debt is or becomes disputed and the Assignee has, at its absolute and sole discretion, agreed to continue to pursue the matter on the basis that the Assignor shall, at the Asignees sole discretion, either (i) pay disbursements to be incurred by the Assignee in connection with pursuing the Debt or Other Claims or Rights in advance of such liability arising if and as demanded by the Assignee in its absolute and sole discretion at any time throughout the continuance of the matter (and the Assignee shall be entitled to refuse to pursue the Debt or Other Claims or Rights if such sums are not paid by the date specified for payment by the Assignee in which case the Assignor shall further hold harmless and indemnify the Assignee in respect of all costs, penalties, and other amounts incurred by it, or as awarded to the Debtor by a court of competent jurisdiction if the Assignor delays, or fails to comply in any way whatsoever); or (ii) pay the Assignee a fee of GBP850.00 (or as otherwise specified) on the basis that the Asignee's appointed solicitors agree to pursue the Debt or Other Claims or Rights further (which for the absolute avoidance of any doubt may, or may not, include issuing Court proceedings of any kind which shall remain at the Assignee's and appointed solicitors absolute and sole discretion), in which case the Assignor will not have to pay disbursements in connection with pursuing the Debt or Other Claims or Rights.

5. Assignee’s Obligations
5.1. Subject to clause 5.3 the Assignee will, subject to clause 6 below, take such steps as it in its sole discretion considers appropriate to seek to recover the Debt and / or losses relating to Other Claims or Rights or such part thereof as the Assignee in its sole discretion considers appropriate. The Assignee will take such steps at its own cost (save as for the contingent cost as advertised at the Website of after the event insurance where insolvency proceedings are commenced by the Assignee). Such steps may include issuing letters before action and, if recovery is not made in response to the letter before action, commencing insolvency proceedings (if and where appropriate) or issuing court proceedings pursuant to the European small claims procedure where the Debt is one to which the same applies or issuing small claims in the English and Welsh Courts in relation to Debts to which the small claims track applies and where the English and Welsh courts have jurisdiction.
5.2. The Assignee shall be entitled to compromise any claim for or entitlement to a Debt (including but not limited to for costs, expenses, interest and late payment compensation) or any Other Claims or Rights (including but not limited to costs, expenses, interest and late payment compensation) as it in its sole discretion determines.
5.3. If the Assignee’s assessment is that the Debt would be uneconomic to pursue, or continue to pursue, or the Assignee considers in its sole discretion that for any other reason it does not wish to pursue, or continue to pursue, the Debt or any other Claims or Rights, then the Assignee shall not be under any obligation to pursue the same. In those circumstances clause 6.1 below will apply.
5.4. The following provisions apply in relation to Debts validly assigned to the Assignee under this agreement where the relevant Debt is a Small Claim and is a business to business Debt pursuant to the supply of goods and services and excluding loan debts. In clause 5.4 and its sub clauses where a number of different Debts owed by the same Debtor are pursued in a single claim, the value of the judgment by reference to which amounts payable are calculated is the cumulative value of the judgment, excluding Additional Claims as defined below, as opposed to the value of the judgment in respect of each individual Debt comprising the claim, provided always that clause 5.4 and its sub clauses only apply at all where overall the claim is a Small Claim Clause 5.4 and its sub clauses do not apply in relation to Other Claims and Rights assigned to the Assignee by the Assignor and do not apply in relation to business to consumer Debts, disputed Debts (or those with a counterclaim), Debts one year or older or Debts which do not arise pursuant to the supply of goods or services, for instance Debts pursuant to loans are not covered by clause 5.4 and its sub clauses:
5.4.1. In the event that the Assignee issues Court proceedings to recover a Debt together with, if the Assignee so elects, interest, costs, expenses and late payment compensation relating to a Debt (or any of these items) (“Additional Claims”) or any part of it and obtains a judgment from the Court (in any jurisdiction) in respect of that Debt and Additional Claims (if made) then if the judgment remains entirely unsatisfied 180 days after it is granted by the Court then provided the Assignor is not in breach of any of the terms of this agreement (for the avoidance of doubt if any of the representations given by the Assignor in clause 3 of this agreement are untrue, the Assignor will be in breach of this agreement), the Assignee will pay the Assignor a sum calculated in accordance with clauses 5.4.2 and 5.4.3 within 14 days of the date on which the judgment of the Court became unsatisfied for 180 days. For the avoidance of doubt, if (i) any amount, however small, is recovered in respect of a Debt and / or Additional Claims within 180 days of the date of the Court’s judgment, or (ii) insolvency proceedings are commenced (by any party whatsoever), or (iii) the Debtor becomes insolvent, or (iv) the Debtor enters into administration, liquidation or otherwise has a receiver appointed (or a other or similar like insolvency event takes place), or (iv) it is reasonable for the Assignee, or its instructed solicitor(s), to take the view that the Debtor can no longer meets its debts as they fall due, then clause 5.4.1 does not apply and the amount payable to the Assignor, if anything, will be calculated in accordance with clause 4.1.2.
5.4.2.
The amounts payable are as follows:
Amount of judgment excluding
Additional Claims
% of amount of judgment excluding
Additional Claims
£/€1 to £/€5,000 100%
(hereinafter the “SLA”).
5.4.3. The amount payable under clause 5.4.1 shall be determined by multiplying the figure arrived at by applying the percentage in the SLA table at 5.4.2 to the relevant judgment sum by the KPI Percentage. By way of example, if the relevant judgment debt is £/€3,000 and the KPI Percentage is 90%, the amount payable to the Assignor under clause 5.4.1 would be £/€2,700
5.4.4. For the avoidance of doubt if the judgment is for less than £/€1 nothing is payable to the Assignor under clause 5.4.1.
5.4.5. In the event that the judgment is for more than the Small Claim Limit,nothing is payable to the Assignor under clause 5.4.1.
5.4.6. In the event that any part of a judgment is recovered after 180 days from the date of the judgment, the obligation on the Assignee to pay the sum calculated in accordance with clause 4.1.2 shall not apply having been replaced by the obligation to make payment under clause 5.4.1.

6. Continuance and Re-Assignment
6.1. In the event that the Assignee decides not to pursue, or continue to pursue, the Debt or any part of it or the Other Claims or Rights or any part of them it will notify the Assignor that this is the case. The Assignee will, subject as set out herein, automatically re-assign that part of the Debt or the Other Claims or Rights as the Assignee elects not to pursue re-assigned to it. Subject to clause 6.2, in the event of re-assignment under this clause 6.1, the Assignor shall not be required to reimburse or otherwise pay the Assignee any amount in respect of the costs or expenses incurred by the Assignee in pursuing the Debt or the Other Claims or Rights (or the relevant parts thereof) up to the point of re-assignment, subject to clause 6.2. If an election for re-assignment is made under this clause the Assignee shall execute an appropriate re-assignment. This clause is without prejudice to the Assignee’s rights under clause 7 below and all terms of this agreement, including but not limited to clause 7, remain valid and in force notwithstanding any re-assignment pursuant to this clause 6.1.
6.2. In the event the Assignee is in breach of any terms of this agreement then if the Assignee elects to give a re-assignment under clause 6.1 the Assignee shall only be obliged to re-assign once the Assignor has paid to the Assignee a sum equivalent to the amount the Assignee has paid or is liable to pay in respect of pursuing that part of the Debt and / or the Other Claims or Rights the Assignee has elected not to pursue. A letter confirming such amount from the Assignee’s relevant advisors shall be conclusive proof of the amount due.
6.3. In the event of any breach of any term of this agreement by the Assignor the Assignee shall be entitled in its sole discretion to elect to re-assign the Debt and any Other Claims or Rights or such part or parts of the Debt and / or the Other Claims or Rights as the Assignee shall in its sole discretion decide. In the event that the Assignee so elects the Assignor shall pay to the Assignee all amounts the Assignee has incurred or incurs liability in respect of (whether paid or not) in any way connected with the Debt, any Other Claims or Rights, the assignment, the re-assignment or the pursuit of the Debt or any part thereof or any pursuit of any Other Claims or Rights or any part thereof. A letter confirming such amount from the Assignee’s relevant advisors shall be conclusive proof of the amount due.
6.4. Any re-assignment pursuant to clause 6.3 will be without prejudice to the Assignee’s other rights under this agreement, including but not limited to under clause 7 below. Notwithstanding re-assignment pursuant to clauses 6.1 or 6.3, all obligations on the Assignor under this agreement will remain valid and in force.
6.5. The Assignor’s sole remedies in respect of any breach by the Assignee of the terms of this agreement shall be entitlement to re-assignment of the Debt (or the relevant part thereof) and / or the Other Claims or Rights (or the relevant party thereof) or where the breach is a failure to pay sums due under clause 4.1.2 or 5.4.1 of this agreement, payment of the sums due under clauses 4.1.2 or 5.4.1 where those amounts are correctly payable in accordance with the terms of this agreement.
6.6. In this clause any reference to the Debt or the Other Claims or Rights is to the relevant part of the Debt or the Other Claims or Rights. As an alternative to reassignment under clause 6.1 and if the Assignee is willing to continue to pursue the Debt or other Claims or Rights which it would not be willing to pursue except as provided for in this clause, then the Assignor may request that the Assignee continues to pursue the Debt or the Other Claims or Rights on the basis that the Assignor will either (i) pay pall disbursements to be incurred in connection with pursuing the Debt or Other Claims or Rights in advance of such liability arising and as demanded by the Assignee (and the Assignee shall be entitled to refuse to pursue the Debt or Other Claims or Rights if such sums are not paid by the date specified for payment by the Assignee), or (ii) herein agree that the percentage of the Debt to be retained as originally specified at clause 4.1.2(i) shall be modified to 50% (or such other sum notified by the Assignee) in the event that the Assignee waives the requirement 6.6(i). In any event the Assignee shall no longer be bound by clause 5.4 in relation to the Debt or the Other Claims or Rights from the point at which the Assignee first indicates that it will not be pursuing the Debt or the Other Claims or Rights. As such no payment will in any circumstances be due to the Assignor under clause 5.4 or any of its sub clauses in the event that this clause 6.6 applies. For the avoidance of doubt, even if the Assignor asks the Assignee to continue to pursue the Debt or the Other Claims or Rights under this clause 6.6, the Assignee remains entitled to refuse even if the Assignor is willing to accept and comply with the terms of this clause 6.6. All other provisions of the is agreements except as expressly dis-applied in this clause 6.6 continue to apply in the event of the Assignee agreeing to pursue a Debt or Other Claims or Rights under this clause 6.6.
6.7. If the Assignee has before the event insurance which may cover the costs (including adverse costs) of any action to pursue the Debt or Other Claims or Rights then the Assignee can elect at its sole discretion to re-assign the relevant Debt and/or Other Claims or Rights to the Assignor. If the Assignee so elects pursuant to this clause the following provisions will then apply in relation to that reassignment:
6.7.1 The Assignor will, following the re-assignment pursuant to clause 6.7, continue to instruct the legal representatives appointed by the Assignee to pursue the Debt or Other Claims or Rights prior to the re-assignment. The Assignor will become the client of the relevant legal representative from the point of re-assignment under clause 6.7 and will be responsible for any sums which fall due or may fall due the legal representative after the date of the re-assignment.
6.7.2 The Assignor agrees that all costs and expenses incurred by the Assignee or for which the Assignee will potentially be liable (dependent upon the outcome of the claim) to the legal representative instructed to pursue the Debt or the other Claims or Rights prior to the re-assignment under clause 6.7 will be paid to the Assignee out of the amounts recovered in respect of the Debt or Other Claims or Rights (including any associated costs, expenses, interest or late payment compensation) first in priority to any other payments or amounts due and before any other deductions are made. Where the proceeds of the Debt or Other Claims or Rights are received by the legal representative instructed to pursue recovery of the same, the Assignor hereby irrevocably authorises the legal representative to apply the proceeds first in discharging any liability of the Assignee to the legal representative in relation to that Debt or Other Claim or Right, or if the Assignee has previously made payment of that liability to the legal representative, to pay the relevant amount to the Assignee without reference to the Assignor.
6.7.3 The Assignor will within 7 days following the re-assignment under clause 6.7 give written notice to the Debtor of the re-assignment by registered post with evidence thereof uploaded to our Portal, or emailed to us in reply to the notification email - taking care to preserve the subject line so that our systems can automatically attach it to the relevant case within our case management system.
6.7.4 The Assignor and the Assignee will take all reasonable steps to give effect to the re-assignment with the intention that the Assignor’s Before The Event insurance cover can be applied in respect of the pursuit of the claim.
6.7.5 The Assignor will indemnify the Assignee against any costs, claims, liabilities, losses, penalties, fines or expenses incurred by or claimed from the Assignee in connection with the re-assignment including but not limited to any liability to or claims by the legal representative instructed to pursue recovery of the Debt or Other Claims or Rights whether in respect of costs, expenses or otherwise and including but not limited to any costs awarded to the Debtor or any third party in connection with the pursuit of the Debt or Other Claims or Rights.
6.7.6 The Assignor will pay the Assignee the amounts claimed by the Assignee over and above the Debt recovered in respect of the Debt or other Claims or Rights (including costs, expenses, interest and late payment compensation) after deduction of any costs and expenses incurred in connection with pursuing the Debt or other Claims or Rights for which it is liable. For the avoidance of doubt there will be no deduction in respect of costs or expenses covered by any provider of costs insurance such that the Assignor does not pay or is not liable for the same. The amount due to the Assignee under this clause 6.7.6 will be paid within 7 days of receipt of the proceeds by the Assignor and if the same are received by the legal representative instructed to pursue the Debt or the Other Claims or Rights the Assignor hereby irrevocably authorises the legal representative to pay the sum due to the Assignee under this clause directly to the Assignee.
6.8. In the event of any re-assignment of the Debt or Other Claims or Rights by the Assignee to the Assignor the Assignee shall cease to be liable to make any payment to the Assignor beyond the initial consideration paid pursuant to clause 4.1.1. The parties acknowledge that the other payments that may fall due from the Assignee under this agreement are dependent upon it receiving the proceeds of and/or pursuing to a conclusion the Debt or Other Claims or Rights and upon re-assignment no such proceeds will be received and the Assignee will cease to be responsible for pursuing the Debt or Other Claims or Rights.
6.9. In the event of a re-assignment to the Assignor pursuant to clause 6 the Assignor hereby confirms that the Assignee is authorised to apply the Assignor’s digital signature to such re-assignment to give effect to the same.

7. Indemnity
7.1. The Assignor indemnifies the Assignee against all costs, claims, liabilities, expenses, fines, penalties or losses incurred by or made against the Assignee connected with any breach of this agreement by the Assignor including but not limited to any costs or expenses the Assignee incurs in pursuing the Debt or any Other Claims or Rights in circumstances where any of the Assignor’s representations in clause 3 are untrue or in any way inaccurate.
7.2. The Assignor indemnifies the Assignee against all and any losses, costs or expenses it suffers or incurs (or has incurred) and against any claims intimated or threatened against the Assignor as a result of any amount recovered by the Assignee in respect of the Debt or any Other Claims or Rights being reclaimed by the Debtor, any third party claiming security over or an interest in the Debt or Other Claims or Rights, any Liquidator or Administrator of the Debtor or any assignee of the Debtor’s rights to seek repayment including but not limited to indemnifying the Assignee in respect of any amount paid by the Assignee to the Assignor pursuant to clauses 4.2 or 5.4.1 in respect of the Debt or any Other Claims or Rights. The Assignee shall, in the event of any such amount being reclaimed, not obliged to resist such claim or wait for its outcome before relying on this indemnity.

8. Assignor’s Further Obligations
8.1. The Assignor will take all steps the Assignee requests it to take to give effect to this agreement, including but not limited to such steps as required in the relevant jurisdiction to legally assign and transfer the rights to which this agreement relates to the Assignee.
8.2. The Assignor will give written notice on their letterhead to the Debtor of this assignment in the format and attaching schedule 2 as attached hereto and therein give notice that any payment in respect of the Debt or any Other Claims or Rights or any interest, costs, expenses or late payment compensation in relation to any Debt or Other Claims or Rights must be paid to the Assignee. This notice shall be in the form provided by the Assignee to the Assignor and must be sent by registered post (or if outside the UK such that the UK postal service is not used to send the notice, the equivalent in the relevant jurisdiction, with evidence thereof uploaded to our Portal. The Assignor shall, having sent the notice, upload evidence of sending and receipt by the Debtor to the Portal, or email the same to us in reply to the email digital copy of the assignment agreement - taking care to preserve the subject line so that we can automatically attach it to the relevant case within our case management Portal system - immediately the same is available. The Assignee shall be entitled to provide notification of the assignment under this agreement to the Debtor without the need to notify the Assignor.
8.3. The Assignee may, if it so elects, bring Court proceedings or other legal process in relation to the Debt or any other Claims or Rights in the name of the Assignor and the Assignor hereby grants the Assignee full authority to bring such proceedings in the Assignor’s name. The Assignor will co-operate fully with any proceedings brought in respect of the Debt or any Other Claims or Rights whether brought in the Assignee’s name or the Assignor’s name including but not limited to in relation to the provision of information whether for disclosure or otherwise and making relevant staff or other relevant people available for providing instructions, information, witness statements or attending Court. The Assignor will act as directed by the Assignee in relation to any proceedings brought or to be brought under this agreement in the Assignor’s name.
8.4. In the event that proceedings are commenced in the name of the Assignor under clause 8.4, the Assignor will pursue those proceedings as directed by the Assignee, with the Assignee meeting the costs of pursuing those proceedings, subject to the provisions of this agreement.
8.5. The Assignor agrees to take steps to preserve all documents relating to the Debt and any Other Claims or Rights, the underlying contract and all circumstances giving rise to the Debt and any Other Claims or Rights in accordance with the obligations to preserve documents under the Civil Procedure Rules as in force at the date of this agreement.
8.6. In the event that any sum is paid by the Debtor (or on its behalf) in respect of the Debt,any Other Claims or Rights or any claims for interest, late payment compensation, costs or expenses in any way connected with the Debt or the Other Claims or Rights to the Assignor, the Assignor shall immediately upon receipt of the same pay that sum in full to the Assignee and shall, pending making payment of that sum to the Assignee, hold the same on trust for the Assignee.
8.7. The Assignor will not deal with or purport to deal with any Debt or Other Claims or Rights assigned under this agreement, or any connected claims or rights, for example in respect of interest or late payment compensation.
8.8. The Assignor will not grant or purport to grant any forbearance or time to pay to in respect of any Debt or other Claims or Rights assigned under this agreement, or any connected claims or rights, for instance for interest or late payment compensation. Nor will the Assignor compromise or purport to compromise any Debt or Other Claims or Rights assigned under this agreement, or any connected claims or rights, for instance for interest or late payment compensation.
8.9. Any failure on the part of the Assignee to exercise any rights arising under this agreement shall not constitute a waiver or release of those rights and the Assignor shall not allege that any such failure on the part of the Assignee or action on the part of the Assignee that is contrary to or contradicts any right of the Assignee in any way prevents the Assignee from relying on such rights.
8.10 The Assignor will promptly provide the Assignee with any information, certification, document or assistance requested by the Assignee in connection with Due Diligence carried out by the Assignee in respect of the Assignor.

9. Execution
9.1. This agreement may be executed by the application of digital signatures to the document in circumstances where each party has provided their digital signature for the purpose of executing the agreement and has consented to their digital signature so supplied being applied to the agreement. Once both parties’ digital signatures have been applied the agreement shall be immediately binding and effective.

10. Governing Law
10.1. This agreement is governed by the laws of Guernsey and any disputes or matters arising under or in connection with it shall be subject to the exclusive jurisdiction of the Courts of Guernsey save that for the absolute avoidance of any doubt the Assignee shall remain at liberty to bring, and or enforce, any action and or debt, as against the Assignor in, and subject to the laws thereof, any jurisdiction anywhere else in the world.

11. Severance
11.1. If any sub-clause of this agreement is found to be unenforceable for any reason it shall be deleted and its deletion shall not affect the validity or enforceability of the remainder of the agreement.

12. Set Off
12.1. The Assignee shall be entitled to set off against any sums due to or claimed by the Assignor from the Assignee (including but not limited to sums due or claimed under clauses 4 or 5) any sum due to or claimed by the Assignee from the Assignor whether under this agreement or otherwise and including but not limited to sums due or claimed under clause 7 and sums claimed by the Assignee pursuant to alleged breaches of the terms of this agreement by the Assignor.

13. Entire Agreement
13.1. Save as set out in this clause this agreement constitutes the entire agreement between the parties in relation to its subject matter. Except as provided for in this clause both parties acknowledge that they have not relied on any statements or representations beyond those set out in this agreement in entering into it. The Assignee has, however, relied on any information provided by the Assignor, whether in written form or orally, in relation to the Debt, the Other Claims or Rights, any agreements giving rise to the Debt or the Other Claims or Rights, or information relating to the Debtor or their ability to pay. For the avoidance of doubt the Assignor does rely on the confirmations, warranties and representations given by the Assignor in this agreement.

14. Protected Cell Company Status
14.1 The Assignor acknowledges and confirms that it understands that the Assignee is a Guernsey protected cell company and that the assets and liabilities of each cell of the Assignee are required to be kept separate and identifiable from the assets and liabilities of any other cell and from also the Assignee’s core assets and liabilities and that the assets and liabilities will accordingly be protected under Part XXVII of the Companies (Guernsey) Law, 2008, as amended.
14.2 The Assignor acknowledges and confirms that it understands that any liability of the Assignee arising under, by virtue of or pursuant to this Agreement shall be a liability solely referable to the Caresso Law (EU Litigation Fund) Cell and recourse shall be had solely to the assets of the Caresso Law (EU Litigation Fund) Cell and no recourse shall be had to the assets attributable to any other cell of the Assignee or the core of the Assignee.

[FOR INTERNAL USE ONLY: Ad_Hoc_Debt 230522 (C) Caresso Law (International) Ltd]