DEFINITIONS
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In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:
Client means the person, company, partnership, sole trader or other legal entity that has instructed the Company to provide debt collection or related services.
Company means Red Flag Specialists Ltd, a company incorporated in England and Wales, registered at 14 Arkwright Street, Burnley, England, BB12 8AG (Company No. 17093520).
Agreement means these Terms and Conditions together with any instruction, schedule, or document expressly incorporated by reference.
Debtor(s) means any individual or entity from whom the Client seeks recovery of an outstanding sum.
Instruction Fee means the upfront fee payable by the Client for the provision of recovery services.
Commission means the fee payable to the Company as a percentage of sums recovered.
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1. APPOINTMENT, SOLE AGENCY AND AUTHORITY
1.1 The Client appoints the Company as its sole and exclusive agent to recover the debts referred to it during the term of this Agreement.
1.2 The parties acknowledge that a sole agency arrangement is necessary to ensure a consistent and coordinated recovery strategy and to avoid duplication of effort, conflicting communications, or actions that may prejudice recovery.
1.3 The Company shall have discretion in determining the manner, timing, and strategy of recovery and shall exercise such discretion reasonably, in good faith, and in accordance with applicable law.
1.4 The Company is authorised to take all lawful steps it considers appropriate, including: - contacting Debtors by lawful means; - conducting investigations and tracing; - negotiating and agreeing settlements or payment arrangements; and - recommending or initiating legal proceedings (subject to separate agreement where required).
1.5 The Client shall not, without the Company’s prior written consent: - appoint any third party to recover the same debt(s); or - take any action which materially interferes with or prejudices recovery.
1.6 The Client may communicate with a Debtor where reasonably necessary, provided such communication does not conflict with the Company’s recovery strategy and the Company is notified in advance where practicable.
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2. COMPLIANCE WITH LAW
2.1 The Company shall carry out all activities in accordance with applicable law and regulatory requirements.
2.2 Nothing in this Agreement excludes or limits any rights which cannot lawfully be excluded.
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3. CLIENT WARRANTIES AND INDEMNITY
3.1 The Client warrants that: - the debt(s) are valid, enforceable, and not subject to any genuine dispute (so far as the Client is aware); - all information provided is accurate, complete, and not misleading; and - it has full authority to instruct recovery.
3.2 The Client shall indemnify the Company against all losses, liabilities, costs, and expenses (including reasonable legal costs) arising directly from: - any breach of this Agreement by the Client; or - any inaccurate or misleading information supplied by the Client.
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4. LIMITATION OF LIABILITY
4.1 The Company shall not be liable for: - any indirect or consequential loss; or - any loss of profit, revenue, business, or goodwill.
4.2 The Company’s total liability shall not exceed the total fees actually paid by the Client in relation to the relevant instruction.
4.3 Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be excluded.
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5. DATA PROTECTION
5.1 Each party shall comply with applicable data protection laws, including UK GDPR.
5.2 The Client shall act as data controller and the Company as data processor in respect of personal data provided under this Agreement.
5.3 The Company shall process personal data only as necessary for the performance of the services, compliance with legal obligations, and legitimate recovery purposes.
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6. FEES AND PAYMENTS
6.1 Payments to Client
The Company shall remit cleared funds recovered on behalf of the Client within 7 days, less Commission and applicable taxes.
6.2 Instruction Fee
The Instruction Fee is a fee for services and is non-refundable, except to the extent it is recovered from the Debtor.
The Company may apply a reasonable portion of the Instruction Fee toward third-party recovery costs where appropriate.
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6.3 Commission

• Commission is payable on all sums recovered, whether received by the Company, the Client, or any third party, where such recovery arises from or is connected to the Company’s actions.

• Commission shall remain payable following termination where recovery is connected to the Company’s involvement.

• All invoices are payable within 7 days.

• The Company may charge statutory interest and compensation on late payments in accordance with applicable legislation.

 
7. CLIENT INTERFERENCE
7.1 The Client shall not take any action which materially interferes with or prejudices recovery.
7.2 Where the Client materially interferes with recovery, the Company shall be entitled to recover Commission based on a reasonable estimate of the sums likely to have been recovered but for such interference.
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8. TERM AND TERMINATION
8.1 This Agreement shall continue for an initial period of 90 days.
8.2 The Client may terminate after 90 days by written notice, provided there is no active recovery process, payment arrangement, or material progress.
8.3 The Company may terminate immediately where: - the Client breaches this Agreement; - the debt is disputed or irrecoverable; or - continued recovery is not commercially viable.
8.4 Commission shall remain payable on recoveries connected to the Company’s actions for a period of 6 months following termination.
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9. UPDATES AND COMMUNICATION
9.1 The Company shall provide updates where there are material developments.
9.2 The Company shall use reasonable endeavors to respond to Client enquiries where appropriate.
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10. NON-DISCLOSURE AND CONFIDENTIALITY
10.1 “Confidential Information” means all non-public information disclosed by one party to the other, including business, financial, operational, and recovery-related information.
10.2 Each party shall: - keep Confidential Information strictly confidential; - not disclose it to third parties without prior written consent (except to those under equivalent confidentiality obligations); - use it only for the purposes of this Agreement.
10.3 The Client shall not disclose any information relating to the Company’s recovery methods, strategies, communications, or negotiations where such disclosure could prejudice recovery.
10.4 The obligations in this clause shall not apply to information which: - is publicly available other than through breach; - was lawfully known prior to disclosure; or - must be disclosed by law or court order.
10.5 The parties agree that damages alone may be an inadequate remedy for breach of this clause and that injunctive or equitable relief may be sought.
10.6 These obligations shall continue for 6 years following termination.
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11. COMPLAINTS
11.1 The Client may submit complaints in writing.
11.2 The Company shall acknowledge and seek to resolve complaints within a reasonable timeframe.
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12. GENERAL
12.1 This Agreement constitutes the entire agreement between the parties.
12.2 No variation shall be effective unless in writing and signed by an authorised representative of the Company.
12.3 If any provision is held to be invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force.
12.4 This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of its courts.
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END OF TERMS