In these Terms and Conditions of Trading the following words and expressions shall have respective meanings specified against them unless the context otherwise requires:
“the Company” – Safety and Access Limited, Registered in England, No. 2560824, Registered Office: Dabell Avenue, Blenheim Industrial Estate, Bulwell, Nottingham NG6 8WA which is or are (as the case may be) undertaking business or performing services for the Client (as hereafter defined).
“the Client” – The recipient of the services to be provided by the Company or other party to the contract under which such services are to be provided.
“the Premises” – The place or places at which the Company is to be employed by the Client to provide such services.
“Consultants and Advisers” – Any persons employed, appointed or engaged by the Company and acting on its behalf in that capacity.
1. a) Any quotation for services to be provided by the Company is not to be deemed an offer and accordingly any acceptance of that quotation will be deemed to be an offer by the Client to the Company to accept those services on the Company’s terms and conditions as defined or contained in this document.
b) No services to be provided by the Company for the Client except subject to the terms and conditions as defined or contained in this document.
c) Any variation of the terms and conditions as defined or contained in this document is inapplicable unless accepted in writing by a Director of the Company.
d) In the case of any conflict between on the one hand the terms and conditions as defined or contained in this document and on the other hand any terms, conditions, warranties, representations or any other statements contained in any other documents, then the terms and conditions as defined or contained in this document will prevail.
2. The Company will supply Consultants and Advisers to give health and safety consultancy advice at the company’s rates (as defined in Condition 4, below) current at the time when such services are supplied by the Company.
3. a) It will be the sole responsibility of the Client to ensure that the Consultants and Advisers are not hindered in any way in the carrying out of their duties or inspections and that there is access to all relevant parts of the premises and buildings, plant and documents.
b) It will be the sole responsibility of the Client to bring to the attention of the Consultants and Advisers all relevant parts of the premises or of any buildings or plant in respect of which the Company is to provide its services.
c) The Company cannot be held responsible in respect of any areas or parts of the Premises, or of any buildings or plant in respect of which the Company is to provide it’s services where such areas or parts are inaccessible or have not been brought to the attention of the Consultants and Advisers.
4. a) The current rates of the Company for providing it’s services either have been given in a verbal quotation to the Client or are set out in the attached letter.
b) The Company’s rates may be increased from time to time by the Company to take into account increased costs or overheads and/or increases in the services required by the Client and if so the date upon when such increase will take effect will be notified in writing to the Client by the Company as soon as is reasonably possible.
c) The Client may request more or less frequent visits in which event an adjustment of fees will be required by the Company in line with the Company’s then current rates and such further services will be provided pursuant to the terms and conditions as defined or contained in this document.
5. a) The Consultants and Advisers will use reasonable endeavours to advise the Client as to the Statutes and Regulations appropriate to the health and safety advice for which the company has been appointed
b) Whilst the Consultants and Advisers will use reasonable endeavours to point out those matters which they consider represent breaches of Statute or Regulations, and which are observed by them
(i) they cannot advise upon or be responsible for any circumstances or any matters which occur between each agreed inspection of the premises, and
(ii) where the Client has failed to follow the advice of the Company including the terms of the Client’s safety policy as required by the Health and Safety at Work etc Act 1974 the Company shall not be responsible to the Client for non-compliance with the relevant Statute or Regulations whether such non-compliance or failure is by the Client’s servants, agents or sub-contractors.
6. The Company will give all possible help to find additional specialist advice where required but the provision and cost of such advice at all times remains the sole responsibility of the Client.
7. a) Accounts of a frequency of not less than once a month will be rendered by the Company to the Client and in the event of payment not being received in accordance with the terms of the account the Company reserves the right to suspend or terminate any further services forthwith after notifying the Client in writing to this effect. In the event of termination the Company’s obligations to the Client shall cease forthwith but without prejudice to any liability of the Client in respect of any antecedent breach of these terms and conditions.
b) Automatic termination of the Company’s obligations will take place upon any of the following events, namely if:
(i) the Client makes any voluntary arrangement with it’s creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(ii) an encumbrancer takes possession, or a Receiver is appointed, of any of the property or assets of the Client; or
(iii) the Client ceases, or threatens to cease, to carry on business; or
(iv) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
8. a) The Company hereby limits its liability for any loss, damage or personal injury (or any consequential economic or direct loss) arising from the supply of or failure by the Company to supply any of its services hereunder (whether or not such loss, damage or personal injury or consequential economic or indirect loss be due to the negligence of the Company, its servants or agents or to any other cause whatsoever) to whichever is the higher of the following amounts per occurrence, or per state of affairs causing personal injury, or loss or damage.
(i) £2,500; or
(ii) an amount equivalent to the total amount of fees (exclusive of V.A.T.) invoiced by the Company to the Client within the twelve calendar months preceding the date concerned of the relevant occurrence or state of affairs causing personal injury or loss or damage.
b) The Client will save harmless and indemnify and keep indemnified the Company in respect of any liability over and above the said higher amount relating to any claim made against the Company in respect of or arising out of the services provided under the contract.
c) The Client agrees with the Company that the Client will not issue any third party proceedings against or seek indemnity from the Company in the event of any person, firm or company taking action against the Client for breach of the Company’s obligations, whether statutory or at common law.
9. In the event of any industrial action, enemy action, hostilities, riot, civil commotion, or other circumstances (whether or not of a similar nature to the foregoing) over which the Company has no control which cause or causes cessation or suspension of or a substantial interference with the supply of its services by the Company under the terms and conditions as defined or contained in this document, then the duty of the Company to supply its services shall forthwith be suspended until such circumstances shall have ceased and the Company shall not be liable for any loss to the Client (whether direct, consequential, economic or indirect) howsoever arising as a result thereof.
10. For the duration of the contract between the Client and the Company and for a period of twenty four months after termination thereof, the Client hereby undertakes not without the prior consent in writing of the Company, to employ or engage (whether directly or indirectly) under any other contract or arrangement whatsoever, any Consultant and Adviser who previously was or had been so employed or engaged by the Company and with whom the Client had dealings under or by virtue of the contract. In the event of the Company consenting in writing to such employment or engagement by the Client then the Company reserves the right to charge the Client an amount not greater than 20% (twenty percent) of either
a) the total gross remuneration or fee (as the case may be) (including any bonus) paid by the Company to such Inspector and Adviser during the previous twelve calendar months of their employment or engagement by the Company immediately prior to their ceasing to be employed or engaged by the Company; or
b) (in the event of such Consultant and Adviser not having been employed or engaged by the Company for such last twelve months), the total gross remuneration or fee (as the case may
be) (including any bonus) which would have been paid by the Company to such Consultant and Adviser (calculated by multiplying by 52 the average weekly amount of such remuneration or fee paid to such Inspector and Adviser during their actual period of such employment or engagement) had the Consultant and Adviser been employed or engaged by the Company for the full period of such last twelve months.
11. The Client shall pay to the Company on demand interest at the yearly rate of 4% above the Base Rate from time to time by the Company’s Bank on any sum due from the Client to the Company which is unpaid for more than thirty days.
12. If any provision of these terms and conditions is held by any Court or other competent authority to be void or unenforceable in whole or in part, the other provisions of these terms and conditions shall continue to be valid.
13. Any sum stated to be payable by the Client to the Company under the contract is exclusive of V.A.T. and any V.A.T. chargeable thereon shall be paid with such sum
14. These terms and conditions shall be governed by and construed in all respects in accordance with the Laws of England.