Terms and Conditions

1. Interpretation

   1. Definitions:

      Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

      Charges: the charges payable by the Customer for the supply of the Services by the Supplier.

      Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).

      Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, the Mandatory Policies, these Conditions and any Schedules.

      Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

      Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.

      Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables set out in the Contract Details.

      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      Disclaimer

      All documentation, information and advice is given in good faith. We cannot accept any liability for your subsequent acts or omissions. If you have any doubts queries or concerns, you should refer to the relevant regulations and take further professional advice. All documents created are generic and not site specific as per the terms of the Safety for Trades contract.

      Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract.

      Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.

      Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.

   2. Interpretation:

      1. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
      2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes fax and email.

2. Commencement and term

   The Contract shall commence on the date registered, and shall continue for a minimum period of 12 months,  after this period either party shall give no less than 3 (three) months’ written notice to terminate, expiring on or after the first anniversary of the Services Start Date.

3. Supply of services

   1. The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
   2. In supplying the Services, the Supplier shall:
      
      1. perform the Services with reasonable care and skill.
      2. use reasonable endeavours to perform the Services.
      3. ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
      4. comply with:
         
         1. all applicable laws, statutes, regulations and codes from time to time in force; provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.
      5. observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
      6. take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
   3. Any quote issued by the Supplier to the Customer for services requested by the Customer that do not fall within the fee in Schedule 1 shall governed by the terms of this agreement and the Customer expressly agrees that any such quote is governed by these terms and conditions.

4. Customer’s obligations

   1. The Customer shall:
      
      1. co-operate with the Supplier in all matters relating to the Services;
      2. provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by the Supplier or any of them;
      3. provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it is accurate and complete in all material respects; and
      4. when requested by the Supplier, provide an initial tour and inspection of the Customer’s premises to enable the Supplier to satisfy its obligations under this agreement.
   2. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
      
      1. not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
      2. be entitled to payment of the Charges despite any such prevention or delay; and
      3. be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Intellectual property

   1. The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
   2. The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer’s business during the term of the Contract.
   3. The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.
   4. The Customer shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising of or in connection with any claim brought against the Supplier for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by the Supplier.

6. Charges and payment

   1. In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 6.
   2. All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
   3. The customer shall either make a one-off payment for the full amount including VAT or shall pay by standing order, 12 monthly payments. Should services be terminated the customer will be liable for the remaining amounts until 12 monthly payments have been taken.         

   4. If the Customer fails to make any payment due to the Supplier under the Contract, then, without limiting the Supplier’s remedies under clause 8 (Termination):
      

   5. 1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
      2. the Supplier may suspend all Services until payment has been made in full.
   6. All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Limitation of liability

   1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
   2. The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   3. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
   4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      
      1. death or personal injury caused by negligence.
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
   5. Subject to clause 7.4, the Supplier’s total liability to the Customer shall not exceed £100.
   6. This clause 7.6 sets out specific heads of excluded loss [and exceptions from them]:
      
      1. Subject to clause 7.4, the types of loss listed in clause 7.6(c) are wholly excluded by the parties, but the types of loss and specific losses listed in clause 7.6(d) are not excluded.
      2. If any loss falls into one or more of the categories in clause 7.6(c) and also falls into a category, or is specified, in clause 7.6(d), then it is not excluded.
      3. The following types of loss are wholly excluded:
         
         1. loss of profits;
         2. loss of sales or business;
         3. loss of agreements or contracts;
         4. loss of anticipated savings;
         5. loss of use or corruption of software, data or information;
         6. loss of or damage to goodwill; and
         7. indirect or consequential loss.
      4. The following types of loss and specific losses are not excluded:
         
         1. sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Services not provided in accordance with the Contract;
         2. wasted expenditure;
   7. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
   8. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8. Termination

   1. Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
      
      1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
      
      1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
      2. there is a change of control of the Customer.
   3. On termination of the Contract for whatever reason:
      
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
      2. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
      3. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9. General

   1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

   2. Assignment and other dealings.

      1. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
      2. The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

   3. Confidentiality.

      1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 9.3. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
      2. Each party may disclose the other party’s confidential information:
         
         1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9.3; and
         2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

   4. Entire agreement.

      1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

   5. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

   6. Waiver.

      1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
      2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

   7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

   8. Notices.

      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
         
         1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
         2. sent by email to the address specified in the Contract Details or as each party may advise from time to time.
      2. Any notice or communication shall be deemed to have been received:
         
         1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
         2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
         3. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

   9. Third party rights.

      1. the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

   10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

   11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Available Services

All services listed below will require a separate quotation and agreement.

1. Fire Risk Assessments.
2. Display Screen Equipment (DSE) assessments.
3. Manual handling training.
4. Health and safety training.
5. First aid training.
6. Fire Marshall training.
7. Occupational health.