Terms & Conditions
By email confirmation of engagement you agree to these terms and conditions.
Engagement Agreement (this "Agreement"), effective on date of email confirmation is entered into by and between (“Client”) and Tynan CSI Limited, registered in the UK (“TynanCSI”).
TynanCSI, whose principal is a computer forensic examiner has expertise in the areas of computer forensics and electronic discovery. Client desires to engage TynanCSI as an [technical consultant] or [computer forensics examiner], on the terms and conditions set forth herein. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:
Client hereby engages TynanCSI to render the consulting services described in Schedule A hereto and such other services as may be agreed to by Client and TynanCSI from time to time. TynanCSI hereby accepts the engagement to provide consulting services to Client on the terms and conditions set forth herein.
TynanCSI shall serve as a consultant to Client in the activities of Client set forth in Exhibit A hereto or as otherwise requested by Client, by or through its members, agents, employees, or consultants. TynanCSI will perform such services under the general direction of Client, but TynanCSI determines the manner and means by which the services are accomplished. TynanCSI agrees to perform all duties to the best of his professional ability. Subject to the other provisions of this agreement and except as required by law,
TynanCSI and Client mutually agree to take commercially reasonable steps to protect from disclosure to third parties confidential and proprietary information exchanged in connection with this matter.
Consulting Fees. Client agrees to pay TynanCSI and TynanCSI agrees to accept for TynanCSI’s services under this Agreement consulting fees as set forth in Schedule A. Payment of consulting fees must be made within the number of days after receipt of TynanCSI’s invoice as set forth in Schedule A. Billable hours will include time spent in transit for Client or otherwise in connection with this engagement, provided however that such travel time will be billed at one-half (50%) of the rate set out in Schedule A unless substantive work, research or discussions in support of the engagement are performed while travelling, in which case such activities will be billed at the full rates set out in Schedule A.
Notwithstanding any other provision herein, in the event TynanCSI is called to testify in connection with any matters pertaining to this engagement or services performed hereunder, TynanCSI’s time spent in transit to and from, preparation for, attendance upon and giving of such testimony shall constitute consulting services for Client pursuant to this agreement and, Client shall compensate TynanCSI for such time and associated expenses according to Schedule A hereto. As used in this paragraph, “called to testify” includes, not by way of limitation, testimony in court, deposition, testimony, responding to or resisting interrogatories, responding to or resisting requests for production or requests for admission and , responding to or resisting other forms of written discovery, appearance pursuant to subpoena, and testimony by affidavit, attestation and/or sworn statement.
In the event a third party (e.g., the person or entity Client represents in this matter) shall timely pay or reimburse TynanCSI for any of the activities described in this paragraph for which Client is obligated to pay or reimburse TynanCSI, Client shall be credited with such payments actually received by TynanCSI from the third party, up to the amount of Client’s obligation hereunder.
If Client causes a third party to pay TynanCSI on its behalf, TynanCSI will accept timely payment from such third party in place of a direct payment; provided, however, that Client remains solely responsible for paying TynanCSI all fees and expenses due under this Agreement in a timely manner and TynanCSI shall not, in any event, be obligated to recover any outstanding fees or expenses from third parties.
TynanCSI is an independent contractor with respect to Client and is not an employee or agent of Client.TynanCSI shall be entitled to no benefits or compensation from Client except as set forth in this Agreement or by written amendment hereto signed by the parties.
The obligation to compensate and reimburse TynanCSI timely and fully under this Agreement is not contingent upon the outcome of any claim or action, upon collection of monies from third parties or upon the opinions or testimony that TynanCSI may offer.
Client agrees to reimburse TynanCSI all costs and expenses incurred in performing duties hereunder, including (not by way of limitation) for the cost of travel and lodging, storage media and for tools, applications or services specifically required by the engagement. Such reimbursement shall be made within thirty (30) days of submission of a request for reimbursement. TynanCSI agrees to provide documentation of such costs and expenses upon request.
Confidentiality and Privilege Respecting Contraband Data
TynanCSI agrees to take commercially reasonable steps to protect the confidentiality of information in or on electronic data and media made available or furnished to him for examination. Client agrees that if, during the course of this engagement, TynanCSI shall find within any electronic data or media evidence of child exploitation (e.g., child pornography) or of a credible threat of physical harm to any person, TynanCSI shall be entitled to immediately bring such matters to the attention of law enforcement authorities and that no assertion of privilege, confidentiality or breach of contract will be raised as a bar to such action.
Warranty of Lawful Access
Client warrants that any media tendered or made available to TynanCSI for examination or duplication and any access granted to any information, system or network was obtained lawfully, in full compliance with all applicable regulations or orders or policies of any court or agency of competent jurisdiction, and with due regard for and deference to the property or privacy rights of third parties.
Client agrees to indemnify and hold TynanCSI harmless from any claim or suit alleging unauthorized or unlawful access to any information, media, system or network, including all damages, expenses, liability, fines and legal fees.
Upon execution and tender of the specified engagement fee, this Agreement commences on the date first written above or date of confirmation of engagement by email and, unless modified by the mutual written agreement of the parties shall continue until the earlier of the End Date set out in Exhibit A or, if no End Date is specified, for sixth months from the effective date of this Agreement. Either Client or TynanCSI may terminate this Agreement upon 10 days written notice to the other. Upon termination of this agreement, TynanCSI shall be entitled to payments for periods that occurred prior to the date notice of termination is received and for which TynanCSI has not been paid, as well as for all time and expenses when “called to testify” as hereinbefore described.
Consultant's Business Activities
During the term of this Agreement and while Client is in good standing with respect to monies owed under this agreement, TynanCSI will engage in no related representation of, or consultation for the firms, entities or persons specified in the Forbearance of Engagement clause in Exhibit A without obtaining the express consent of Client. This provision will not oblige TynanCSI to resist, and TynanCSI may comply with, lawful discovery efforts or an order or direction of any court of competent jurisdiction. Neither this provision nor this engagement shall in any manner otherwise limit or restrict TynanCSI’s participation in consulting, teaching, writing, lecturing, public speaking or continuing legal education activities. Subject to such other personal and professional commitments as TynanCSI in his sole discretion undertakes to complete, TynanCSI shall devote such time, attention and energy to the business and affairs of Client as requested by Client, and in any event no less than the amount of time specified in Exhibit A hereto.
Should either party hereto, or any heir, member, personal representative, successor or assign of either party hereto, resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation from the party or parties against whom enforcement was sought.
This Agreement contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.
This Agreement may be amended only by a writing signed by Pat Tynan, Tynan.co Ltd and by a duly authorized agent or representative of Client.
This Agreement shall be construed in accordance with the law of the United Kingdom of Great Britain and Northern Ireland, which law shall govern actions arising hereunder. Any dispute arising hereunder shall be brought and all parties agree to submit to personal jurisdiction in a court of competent jurisdiction in the United Kingdom of Great Britain and Northern Ireland.
Agreement of terms and condition is acceptable by email correspondence.
Schedule A to Engagement Agreement
1. Name of Consultant:
2. Address of Consultant for notice:
105 London Street
3. Term of Consulting Period:
- outlined in email correspondence
4. Minimum number of hours to be performed during consulting period:
- outlined in email correspondence
5. Duties of Consultant:
- outlined in email correspondence
6. Consulting Fee for Services Pursuant to this Agreement: Pat Tynan, Tynan.co Ltd:
- outlined in email correspondence
7. Forbearance of Engagement: ____________________________________________
Services subcontracted and supplies purchased by Consultant are billed at the rate of 100% of the actual cost of such services; however, all subcontracted services subject to markup must be approved in advance by Client. The cost of archival, working and production media in computer forensics engagements is billed at £1.00/gigabyte (or any part thereof) of media capacity, unless the actual cost of same exceeds £1.00/gigabyte, in which case media may is billed at 100% of actual cost.
8. Billing and Collection:
Consulting Fees for work performed in a month is customarily billed by e-mail on or shortly after completion of the consultation, and payment of the Consulting Fees shall be made within 30 days after the receipt of Consultant's invoice. Accounts overdue thirty days or more are charged an additional service charge of 1.5% of the unpaid balance per month. The costs of collection, including any legal fees and expenses, is added to the invoice principal amount and is subject to the monthly service charge.