If you are an overseas business looking to enter a contract in the UK, most legal or procurement departments will prefer to contract with a UK subsidiary of your organisation. If you don’t have a UK subsidiary, then you will most likely need to appoint a process agent.
Some of the more sophisticated procurement and legal departments will flag the need for a process agent as part of early-stage checklists. However, it’s not unknown for it to be added as a last-minute clause in the contract. Here’s what vendors and procurement teams need to know about process agents.
Why is a process agent needed for procurement contracts?
A UK contracting party will insist on appointing a process agent in the event they need to serve legal papers. If a process agent were not appointed the UK company would need to serve papers in your jurisdiction which would be more costly, timely and complex.
Take for instance in the case of Cargill International Trading PTE Ltd v Uttam Galva Steels Ltd. Following a dispute Cargill relied on serving a UK process agent. The judge noted that had they relied on the alternative of serving papers in India it could typically take 8 months (and often considerably longer).
What does a procurement process agent clause look like?
A process agent clause in a contract will typically contain the following elements:
Here’s an example of a typical process agent clause seen from a British engine manufacturer:
29.2. If the Supplier is based outside the UK it will provide the name and contact details of its process agent for service of process in any proceedings before the English courts. If any person appointed as process agent is unable for any reason to act as agent for service of process, the Supplier must immediately appoint another agent and notify [us of] the details of such agent. The Supplier agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings. This clause does not affect any other method of service allowed by law.
What to consider when appointing a process agent for procurement contracts?
In our experience, the most important things to consider when appointing a process agent for procurement contracts is:
Elemental’s approach to process agent charges:
Our process agent service fees are refreshingly straightforward. We charge one one-off setup fee and then a fixed fee for every year:
Elemental is a specialist corporate services firm. We’ve helped clients from over 100 countries here in the UK. We offer a professional process agent service without hidden extras. If you have any questions about process agent requirements for your procurement contract, please get in touch. Or, you can visit our process agent service page to get an instant quote and complete a process agent appointment online.