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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3498
Experience:  Solicitors 2 years plus PQE
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Need to get clear on where I stand with a service provider.

Customer Question

Hi
Need to get clear on where I stand with a service provider. I have used their service for 5 years and have decided to stop using them.
We initially signed up to their service as Limited company 1. Last year we closed this ltd company and started operating as another Limited Company 2
They got a notice in November of this and queried it - I emailed them this :
Hi Mandi
We have switched Ltd companies for accounting purposes from Interactive Dental Media to Apexhub Ltd. I thought my accountant had sent letters to all our suppliers to amend their records. You obviously have not received this correspondence is it possible to update your record with this information
Apexhub Ltd
Company registration(###) ###-####
Company address :
Apexhub Ltd, Unit 213, Tea Factory,***** Liverpool, L1 4DQ
If you have any questions just let me know
I have not signed a new agreement as the new company -
My question as they have a 3 month notice period and I don't feel this is fair - could they enforce the agreement on Limited Company 2 - as limited company 1 is now closed ? would my email be enough for them to argue that it is enforceable or would they have had to have me sign a new agreement with the new company?
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I will assist you.
As limited company 2 have you paid any invoices or received any services?
Did you physically sign a contract or do their invoices or purchase order say somewhere that all services are subject to their terms and conditions?
Kind regards
AJ
Customer: replied 1 year ago.

Hi

I signed an agreement in 2010 as Limited Company 1

I have never signed another agreement since then

I have made payments for the service from Limited Company 2 bank account since July 2013

And since that email invoices have been addressed to Limited company 2 ( ie December 14 , Jan 15 , Feb 15 ) all other invoices were addressed to limited company 1

their invoice does not have terms referenced on them

Regards

Expert:  Alex J. replied 1 year ago.
Many thanks.
I am just typing a response I will revert to you as soon as possible.
Kind regards
AJ
Customer: replied 1 year ago.

Attachment: 2015-03-03_141505_idm.pdf

Please agreement I signed in Feb 2014 as limited company 1 ( it was an amended purchase order for a service )

Regadrs

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
It will take me a little while to review this.
I will revert to you as soon as possible.
Kind regards
AJ
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you for your patience.
I am just typing my response to this now.
Kind regards
AJ
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Ultimately Limited Company 1 and Limited Company 2 are completely separate legal entities.
Limited Company 1 cannot bind limited Company 2. Therefore unless Limited Company 2 was served with or accepted or signed one of these purchase orders before ordering services from this company, then Limited Company 2 wont be bound by the terms and conditions detailed therein.
Even if Limited Company 2 did have to give 3 months notice, I cannot see anywhere that this is an exclusive service provision. There Limited Company 2 could just get the services from a third party.
Does Limited Company 2 need any property returned from the service provider?
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 1 year ago.

Thanks for the email -

No no property needs to be returned.

I just want to be clear that although I sent them an email asking them to change the contact details on the account limited company 2 is not technically bound by these terms - they are a big multi-national and I suspect i will get legal letters to reenforce this position. I just want to be sure I don't go all the way to threaten of court to find out I am bound due to the fact that I send an email & paid from limited2 company since July 2013

My limited understandign was the same as yours - unless i have a signed agreement with limited company 2 I am not bound by those - what has muddied the water for me is if my email and my payments now have bound me - i can't see how but just want to be sure I am not aware of any legal implication of these actions

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Just to double check did they ever try and invoice limited company 2?
Kind regards
AJ
Customer: replied 1 year ago.

Hi

Since the email sent in November - I have received 2 invoices in limited company 2 details

However I have not paid any invoices with Limited 2 addressed on them

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Have you received the benefit of those services?
Have you tried to terminate the services using Company 2?
Kind regards
AJ
Customer: replied 1 year ago.

Hi

It is a software application - so the accounts were live. We did not add any new publications in this month but hard to establish benefits as the account was live and we could access the information

I was sent a suspension of services email and then replied telling them company 1 can no longer pay for this service so please close account

( this was from my company 2 email address )

then I got that email that said you emailed us to change your details so you liable

Will they be able to enforce or would there be a chance to ?

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Just to confirm did you ever as Company 2 acknowledge or request the provision of the services?
Kind regards
AJ
Customer: replied 1 year ago.

Apart form this email :

Hi Mandi

We have switched Ltd companies for accounting purposes from Interactive Dental Media to Apexhub Ltd. I thought my accountant had sent letters to all our suppliers to amend their records. You obviously have not received this correspondence is it possible to update your record with this information

Apexhub Ltd
Company registration(###) ###-####br/> Company address :
Apexhub Ltd, Unit 213, Tea Factory,***** Liverpool, L1 4DQ

If you have any questions just let me know

No other communication from Apexhub ltd

Customer: replied 1 year ago.

Hi was wondering if you had any further feedback or what your advice was on this matter?

Customer: replied 1 year ago.

Hi was wondering if you had any further feedback or what your advice was on this matter?

Customer: replied 1 year ago.
Relist: Incomplete answer.
Expert:  Alex J. replied 1 year ago.
Hi,
My apologies. I have been out of the country for the last week.
When you sent notice that old co would no longer be trading did you at any point receive an acknowledgement?
Have you actually served them with notice from new co confirming that you never accepted their terms and conditions and no longer require their services?
Have they made any further demands for money?
Kind regards
AJ
Customer: replied 1 year ago.

Hi

See correspondence below - will I be liable for this even though I have no signed agreement, did my email I sent previously imply to switch company accounts , or strictly speaking shoudl I have signed an agreement - there is nothing in their terms that talks about transfer of ownership ?

Email notice sent 02/03/15

Hi Mandi

Please be advised that Interactive Dental Media was the company that had the agreement with Pagesuite and not Apexhub Ltd so please address all legal documents to Interactive Dental Media.

It is with regret that after close to 5 years of Interactive Dental Media being your clients it can no longer afford to pay for this service. Please stop all services with immediate effect as this company has gone into liquidation.

If you have any queries or questions please let me know.
Regards

Further demand notice sent today :

Dear Brendon,

The outstanding balance of your account has still not been paid.

The amount outstanding is £1050.00

As per our letter dated 26th February, we are going to file legal papers against Apexhub Ltd to recover this amount.

To prevent this action, please contact us with a payment or payment date before 5pm today.

If I do not hear from you, we will file papers for legal action at 5pm today.

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Is Apexhub the old company? If so, has this company not been dissolved?
Kind regards
AJ
Customer: replied 1 year ago.

Interactive Dental Media is the Old company - and has been dissolved and is the company that has a signed agreement for this service.

Apexhub Ltd is the current company

(I have made payments for this service for over a year from this bank account , and the email I send referred to our switch)

................................................

As mentioned before I don't have an agreement with this service provider with Apexhub Ltd - but the fact that I paid and emailed them about New company is the only reason I need legal advice - if this goes to court will the judge say this is unenforcable as there is not agreement or there are factors which meant transfer of ownership is implicit - i dont want to incur legal fees if this will happen or is it up to the judge / magistrates on the day?

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
I cannot tell what decision a Judge is going make. What I can tell you is the following:
(i) You have grounds to argue that you have not signed the terms and therefore should not be bound by a notice period;
(ii)They will argue that using the service is deemed acceptance of their terms and conditions.
The problem you have is that New Co did not use the services as a one off - they used them consistently over a year, so this adds weight to their argument. Your argument has the added advantage that new co was never notified of the terms and conditions and therefore never deemed to have accepted them.
What I can say for certain is you will have to pay for the services you have actually taken a benefit from - baring this in mind what does their demand represent? Is it a payment on account or a termination fee?
Kind regards
AJ
Customer: replied 1 year ago.

Its payment on account they have not mentioned any notice period or fees yet - i suspect that will come

You have answered my question - will have to pay what I owe and then dispute 3 month notice period

many thanks

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
If you are worried about this going to court and racking up fees - then I can only suggest that you make them "a without prejudice offer" to settle. Say a couple of hundred pounds for time and convenience.
If you want to discuss any follow up points please let me know.
Kind regards
AJ

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