Terms and Conditions for Pre Pack Pool Limited

  1. The following definitions apply:

     “Applicant” means the individual, partnership, company or other entity which is voluntarily submitting an application to the Service Provider with the request for an Opinion

    “Application” means the request made electronically via the Service Provider’s Website with a request for an Opinion in respect of a Proposed Transaction

    “Application Fee” means the fee payable by an Applicant at the time of submitting an Application to the Service Provider.  The Application Fee will be payable electronically through the Website (online card payments shall be subject to the electronic payment providers’ terms and conditions) and the fee payable will be in accordance with the fees stated to be payable on the Website at the date of the Application

    “Opinion” means the statement which will be made by a Reviewer in relation to the Application and issued by the Service Provider to the Applicant and the Proposed Administrators.  It will be issued in one of the three forms attached as Appendix 1 to the Terms and Conditions

    “Proposed Administrators” means the insolvency practitioner or practitioners named in the Application who intend to act as administrator or administrators pursuant to Schedule B1 of the Insolvency Act 1986 or any other insolvency practitioner or practitioners who may be appointed as administrator or administrators in respect of the Proposed Transaction.

    “Proposed Transaction” means the proposed sale to the Applicant of all or part of an insolvent company’s business or assets substantially in accordance with the details contained in the Application which would be carried out by the Proposed Administrators and which would take place shortly after the appointment of the Proposed Administrators

    “Reviewer” means the person nominated by the Service Provider from its  pool of Reviewers to review the Application and to draft the Opinion

    “Service” means the appointment of a Reviewer by the Service Provider and the transmission of the Application to the Reviewer and the provision thereafter of an Opinion to the Applicant

    “Service Provider” means Pre Pack Pool Limited, company number 09471155 of 40-42 High Street, Newington, Sittingbourne, Kent, ME9 7JL

    “Supporting Materials” means the documents which the Applicant provides to the Service Provider with the Application for review by the Reviewer, providing relevant information in relation to the Proposed Transaction

    “Terms” means these terms and conditions

    “Website” is the website at www.prepackpool.co.uk, run and managed by the Service Provider.
     
  2. The Service Provider shall provide the Service in accordance with these Terms.  The provision of the Service is not an offer by the Service Provider and the Service Provider reserves the right in its sole and absolute discretion to refuse to offer the Service to any Applicant upon a review of the Application.
     
  3. A legally binding contract between the Service Provider and an Applicant comprising these Terms will come into effect when the Service Provider has received the completed Application, the Application Fee has been received by the Service Provider and an acknowledgement has been sent by the Service Provider confirming that the Application is being processed.
     
  4. When the acknowledgement is sent by the Service Provider, it will appoint a Reviewer from the Service Provider’s list of Reviewers to review the Application.
     
  5. Once a contract has been formed, the Service Provider will not be liable to pay any refund of all or part of the Application Fee to the Applicant even if the Service Provider receives a notice of cancellation of the Service from the Applicant.
     
  6. While the Service Provider will take reasonable care to maintain a pool of Reviewers at all times, the Service Provider cannot guarantee that it will have a Reviewer available at the time of an Application to review the Application  as soon as it is received by the Service Provider.  If no Reviewer is available to review, the Service Provider will advise the Applicant and indicate when a Reviewer will become available.  The Service Provider cannot guarantee a time by which an Opinion will be issued (as the issues and extent of material will differ between Applications) and accepts no liability for any delay in reviewing the Application and the Supporting Materials.
     
  7. The Service Provider may withdraw the provision of the Service at any time if it considers that it has been supplied with inaccurate or misleading information in relation to the Proposed Transaction. 
     
  8. It is the Applicant’s responsibility to provide accurate, relevant and up to date information. The Opinion will make it clear that the Opinion is dependent on the accuracy of the information provided to the Service Provider by the Applicant.
     
  9. When the Reviewer has completed a review of the Application and drafted the Opinion, the Service Provider will provide the Opinion as soon as possible thereafter to the Applicant and to the Proposed Administrators.
     
  10. The Service Provider will not provide any reasons to explain or justify the Opinion nor enter into any discussion or correspondence in relation to the Opinion. 
     
  11. There will be no right of appeal against the conclusion contained in the Opinion given that the Service is a voluntary service and the Opinion is not binding or determinative of any future action of the Applicant or the Proposed Administrators.
     
  12. Where an Opinion has already been issued in respect of a Proposed Transaction, the Service Provider reserves the right to refuse to provide the Service in response to a second, or further, Application in respect of the same Proposed Transaction unless there has been a significant change in the terms of the Proposed Transaction.
     
  13. The Applicant will indemnify the Service Provider against any claim, loss, liability, expense and / or damage caused by, or resulting from, an Opinion issued by the Service Provider on the basis of inaccurate or misleading information provided to it by the Applicant.
     
  14. The Applicant accepts and acknowledges that:
     
    1. Neither the Service Provider nor the Reviewer owe a duty of care to the Applicant in relation to the review of the Application and the issuing of an Opinion to the Applicant
       
    2. The Opinion does not mean that the Applicant or the Proposed Administrators have to proceed with the Proposed Transaction
       
    3. The Opinion does not mean that the Applicant or the Proposed Administrators are prevented from proceeding with the Proposed Transaction
       
    4. The Service Provider cannot prevent the Proposed Administrators from dealing with other parties in respect of the Proposed Transaction
       
  15. All intellectual property rights connected with the Service and / or the Website shall remain vested in the Service Provider or any third party from whom such rights are licensed. The Applicant may not reproduce, copy, modify, adapt, publish, transmit, distribute or in any way commercially exploit any material which is subject to any such intellectual property.
     
  16. The Service Provider shall not be in breach of these Terms if events beyond its reasonable control prevent the Service Provider from performing the Service.
     
  17. It is the Applicant’s responsibility to protect its computers against any viruses and malware.
     
  18. These Terms contain the entire agreement between the Service Provider and the Applicant.  The Applicant acknowledges that it has entered into this contract voluntarily and not relied on any representation made by the Service Provider in entering this contract, however nothing in this clause shall exclude any liability for fraudulent misrepresentation.  To the fullest extent permitted by law, all terms implied by law or statute are excluded.
     
  19. In the event that the Applicant makes a claim against the Service Provider for whatever reason, the Service Provider’s liability (if any) shall not exceed the Application Fee. Under no circumstances shall the Service Provider be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and / or savings (whether direct or indirect).  Nothing in these Terms shall be construed to exclude the Service Provider’s liability for death or personal injury by negligence or any other liability which cannot by law be excluded.
     
  20. If any clause or part of a clause is held to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining clauses or parts thereof.
     
  21. Notices to the Service Provider shall be sent by email to info@prepackpool.co.uk  and notice to the Applicant shall be sent by email to the address supplied on the Application.
     
  22. The Terms shall be governed by English law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

Appendix 1

Specimen Wording for Pool Member statements

Specimen Wording 1 – Not unreasonable to proceed

OPINION ON PROPOSED PRE-PACKAGED SALE INVOLVING
[OLDCO]
and [APPLICANT]
This opinion has been given by me in accordance with the request made by [Applicant] to Pre Pack Pool Ltd.
[Applicant] is a connected party to [Oldco] because:
[they were a director, shadow director or company officer of [Oldco]]
[they were an associate, as defined in [section 435 of the Insolvency Act 1985/article 4 of the Insolvency (Northern Ireland) Order 1989] of a director, shadow director or company officer of [Oldco]]
[an associate , as defined in [section 435 of the Insolvency Act 1985/article 4 of the Insolvency (Northern Ireland) Order 1989], of [Oldco]]
who
[is or will become a director, shadow director or company officer of [Newco]]
[Exercises or will exercise control over [Newco], as defined in [section 435 of the Insolvency Act 1986/article 4 of the Insolvency (Northern Ireland) Order 1989]]
[is or will become an associate of a director, shadow director or company officer of [Newco]]
[is or will become an associate of [Newco]]
I have reviewed the evidence provided by [Applicant]. This consists of:
[Evidence item 1
Evidence item 2… , etc]
In undertaking my review I have relied on the information and evidence provided by [Applicant] and have not undertaken a detailed audit or verification of the information or evidence provided.
For the avoidance of doubt, I express no opinion on whether [Newco] is, or will in the future remain a going concern. This is a matter for [Applicant]. Neither do I express an opinion on any decision of the administrator of [Oldco] to enter into a pre-packaged sale. This is a matter for the administrator.
The administrator’s duties relate to [Oldco] and its creditors, not to [Newco] or its creditors or future creditors (or any other person). The administrator’s duties are not affected by this opinion.
The request for an opinion is voluntary and no liability attaches to me or to Pre Pack Pool Ltd as a result of this opinion.
I confirm that I have no personal, professional or other relationship with any party connected to [Oldco] or [Newco], and that no relationship, bias or ethical conflict exists which prevents me from evaluating this application solely on its merits.
Opinion
Based on my review, I have not found anything to suggest that the grounds for the proposed pre-packaged sale outlined in the application are unreasonable.
[Reviewer Name]
[Date of opinion]

 

Specimen Wording 2 – Not unreasonable to proceed but with minor limitations on evidence

OPINION ON PROPOSED PRE-PACKAGED SALE INVOLVING
[OLDCO]
and [APPLICANT]
This opinion has been given by me in accordance with the request made by [Applicant] to Pre Pack Pool Ltd.
[Applicant] is a connected party to [Oldco] because:
[they were a director, shadow director or company officer of [Oldco]]
[they were an associate, as defined in [section 435 of the Insolvency Act 1985/article 4 of the Insolvency (Northern Ireland) Order 1989] of a director, shadow director or company officer of [Oldco]]
[an associate, as defined in [section 435 of the Insolvency Act 1985/article 4 of the Insolvency (Northern Ireland) Order 1989], of [Oldco]]
who
[is or will become a director, shadow director or company officer of [Newco]]
[Exercises or will exercise control over [Newco], as defined in [section 435 of the Insolvency Act 1986/article 4 of the Insolvency (Northern Ireland) Order 1989]]
[is or will become an associate of a director, shadow director or company officer of [Newco]]
[is or will become an associate of [Newco]]
I have reviewed the evidence provided by [Applicant]. This consists of:
[Evidence item 1
Evidence item 2… , etc]
In undertaking my review I have relied on the information and evidence provided by [Applicant] and have not undertaken a detailed audit or verification of the information or evidence provided.
For the avoidance of doubt, I express no opinion on whether [Newco] is, or will in the future remain a going concern. This is a matter for [Applicant]. Neither do I express an opinion on any decision of the administrator of [Oldco] to enter into a pre-packaged sale. This is a matter for the administrator.
The administrator’s duties relate to [Oldco] and its creditors, not to [Newco] or its creditors or future creditors (or any other person). The administrator’s duties are not affected by this opinion.
The request for an opinion is voluntary and no liability attaches to me or to Pre Pack Pool Ltd as a result of this opinion.
I confirm that I have no personal, professional or other relationship with any party connected to [Oldco] or [Newco], and that no relationship, bias or ethical conflict exists which prevents me from evaluating this application solely on its merits.
Opinion
Based on my review, except for the matters detailed below, I have not found anything to suggest that the grounds for the proposed pre-packaged sale outlined in the application are unreasonable.
Evidence provided in support of the application was limited in some aspects as follows:
[Evidence item 1
Evidence item 2….etc]
[Reviewer Name]
[Date of opinion]
 

 

Specimen Wording 3 – Case not made

OPINION ON PROPOSED PRE-PACKAGED SALE INVOLVING
[OLDCO]
and [APPLICANT]
This opinion has been given by me in accordance with the request made by [Applicant] to Pre Pack Pool Ltd.
[Applicant] is a connected party to [Oldco] because:
[they were a director, shadow director or company officer of [Oldco]]
[they were an associate, as defined in [section 435 of the Insolvency Act 1985/article 4 of the Insolvency (Northern Ireland) Order 1989] of a director, shadow director or company officer of [Oldco]]
[an associate , as defined in [section 435 of the Insolvency Act 1985/article 4 of the Insolvency (Northern Ireland) Order 1989], of [Oldco]]
who
[is or will become a director, shadow director or company officer of [Newco]]
[Exercises or will exercise control over [Newco], as defined in [section 435 of the Insolvency Act 1986/article 4 of the Insolvency (Northern Ireland) Order 1989]]
[is or will become an associate of a director, shadow director or company officer of [Newco]]
[is or will become an associate of [Newco]]
I have reviewed the evidence provided by [Applicant]. This consists of:
[Evidence item 1
Evidence item 2… , etc]
In undertaking my review I have relied on the information and evidence provided by [Applicant] and have not undertaken a detailed audit or verification of the information or evidence provided.
For the avoidance of doubt, I express no view on whether [Newco] is, or will in the future remain a going concern. This is a matter for [Applicant]. Neither do I express a view on the decision of the administrator of [Oldco] to enter into a pre-packaged sale. This is a matter for the administrator.
The administrator’s duties relate to [Oldco] and its creditors, not to [Newco] or its creditors or future creditors (or any other person). The administrator’s duties are not affected by this opinion.
The request for an opinion is voluntary and no liability attaches to me or to Pre Pack Pool Ltd as a result of this opinion.
I confirm that I have no personal, professional or other relationship with any party connected to [Oldco] or [Newco], and that no relationship, bias or ethical conflict exists which prevents me from evaluating this application solely on its merits.
Opinion
Based on my review, the evidence I have seen is not sufficient to support an opinion that there are reasonable grounds for the proposed pre-packaged sale outlined in the application. 
 
[Reviewer Name]
[Date of opinion]