- Scope
These Standard Terms & Conditions (“the Terms”) apply to all of the services provided to you by Beaconrisk Health & Safety Ltd. By entering into a contract with Beaconrisk Health & Safety Ltd, you are agreeing to be bound by these terms.
- Definitions
Within these Terms and Conditions, the following words have the following meanings and they should be interpreted literally in accordance with the same.- Company” means BEACONRISK HEALTH & SAFETY LTD registered in England and Wales under number 07105069 whose registered address is c/o Wainwrights Accountants, Faversham House Wirral International Business Park, Old Hall Road, Bromborough, Wirral, CH62 3NX.
- Contract” means this Contract for Services entered into by the parties.
- “Contractual Term” means the length of period that the Services will be provided to the Customer for as defined in the Quote.
- “Customer” means the company, firm, person or legal entity that enters into a contract with the Company.
- “Fees” means all sums due from Customer to the Company as specified in the Contract and as quoted for within the Quote.
- “Quote” means the quote for Services which the Customer has accepted as attached at Annex 1.
- “Services” means provision of consultancy, assessment, testing, surveys, training, inspection, advice, or other services which Company may perform for the Customer as set out within the Quote.
- ‘Service Output’ means documents, data, reports, assessment results and other information prepared by the Company in relation to the Services.
- ‘Start Date’ means date when Services will start, as defined in the Quote (or any date agreed by both parties in writing).
- “Written” or “Writing” shall mean all correspondence whether in letter format or via email.
- Interpretation
Reference to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors thereof.
The headings in these Conditions are for convenience only and will not affect their interpretation.
- Formation of Contract
This Contract is entered into between the Customer and the Company.
The Company will provide Services and the Customer will pay for the same in accordance with the Quote.
The provision of those Service is governed in accordance with this Contract.
The parties execute this Contract to confirm their agreement to be bound by its terms.
- Quotations / Offers
Quotations for services or offers to carry out services which have been provided by the Company are not binding on either party until such time as this Contract is signed.
The Quote attached at Annex 1 is then binding upon the parties and forms part of this Contract.
- Payment
Subject to any special terms agreed in Writing between Company and the Customer, the Company will be entitled to invoice Customer for the total price of Services under the Contract as detailed in any Quote.
The Customer will pay all invoices within 30 days of the date of the invoice.
The basis for the Fees charged within the invoice will be as set out within the Quote.
It is the Customer’s responsibility to ensure that all of the Services they require are included within the Quote. If any additional Services are added, the Fees due will be revised and an updated Quote provided. For the avoidance of any doubt, it is the Quote attached at Annex 1 of this Contract which the parties have agreed.
All Prices are subject to VAT at a rate of 20%. If the rate of VAT changes during the Term of the Contract, the Company will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect. Any change in the rate of VAT does not trigger the Customer’s right to end the Contract early.
The time for payment of the invoice shall be considered of the essence.
Payments must be made in full without any deduction or set off.
The Company reserves the right to, at any time and without limiting any other rights and remedies that it has, set-off any amount owed to it by the Customer against any amount owed by The Company to the Customer.
The Company will grant credit at its absolute discretion and reserves all rights to refuse credit without reason.
If any payment is late, the Company has discretion to stop the provision of all Services until such time as the account is brought up to date.
Any amounts that are not paid will become the subject of legal proceedings and will be recovered via any and all enforcement methods available to the Company.
The Customer agrees that it is a specific contractual term that any legal costs incurred by the Company (up to a maximum of £5,000.00 plus VAT in small claims matters) in enforcing the terms of this Contract or in recovering unpaid sums will be contractually payable by the Customer on an indemnity basis. This includes solicitors costs and disbursements.
If the Customer fails to make any payment of the invoice within 30 days, then, without prejudice to any other right or remedy available to the Company may elect to cancel the Contract or suspend any further provision of Services to the Customer with immediate effect. Any such period of suspension will be disregarded for the purpose of contractual time limits previously agreed for the completion of Services.
All late payments will be subject to The Late Payment of Commercial Debts (Interest) Act 1998, and the Customer will be charged interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above (HSBC Plc) base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
- Variations
The Company reserves the right to vary or alter these Terms and Conditions at any time. The Customer will receive a copy of any amended version and will have a period of 28 days to raise any concerns that they have in relation to the amendments. After a period of 28 days expires, the Customer is deemed to have accepted the amended version of the terms and will be bound by the same.
If the Customer wishes to vary or alter the contact they must put their proposal in writing to the Company who will then consider it. The Company at its absolute discretion can deny any proposal to vary or amend the contract without having to provide a reason.
- Work Instructions
No instruction given by Customer will be deemed to be accepted by the Company unless and until confirmed in Writing by the Customer’s authorised representative.
The authorised representative will be the person set out within the Quote and should the Customer need to update that during the course of this Contract, they must do so in Writing.
The Customer will be responsible to the Company for ensuring the accuracy of the terms of any instruction (including any applicable specification) supplied by the Customer, and for giving the Company any necessary information relating to Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
The Company reserves the right to make any changes in the specification of Services as set out within the Quote, which are required to conform with any statutory requirements at any time during the term of the Contract.
No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on condition that the Customer will indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), professional fees, damages, charges, and expenses incurred by the Customer as the result of cancellation.
- Postponements and No-Shows
Postponements will only be agreed and managed as below:
- All invoices issued under the Contract have been paid on time and in full. Postponement is due to the Customer’s unavoidable and extraordinary circumstances
- Postponements must be agreed by prior arrangement and in writing
Postponement requests for up to 6 months from request - No charge
Postponements over 6 months from request - 50% of Quoted Fees
‘No shows’ are described as the Customer’s failure to respond to emails or other communication.
No-Shows for any reason over 1 month from last response. Quotes, Service Output, or other information will be archived.
Where a request to retrieve archived documentation, information etc. This will be managed as follows
- Retrieval up to 6 months from archiving date - 50% of Quoted Fees
- Retrieval over 6 months from archiving date - 100% of Quoted Fees
- Accuracy
Any Services provided by the Company comprising but not limited to advice, documents, reports, and conclusions are based on information supplied by the Customer and evidence known at the time to the Company. The Customer will supply all necessary information, data, and items necessary to the timescale required by the Company and at Customer’s expense and risk, unless the conveyance of these items forms an integral part of the Services rendered. All data provided, conclusions reached, or recommendations made by the Company rely on assessment disciplines and procedures used or adopted by the Company and the Company does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be valid in circumstances other than those of which the Company has direct experience. Services provided are believed to be accurate and reliable subject to the limitations of normal measurement tolerances.
The Company is not obliged after the carrying out of Services to inform the Customer of any subsequent changes to industry procedures, policies and/or Statutory Requirements which may come into force from time to time.
If any changes to industry procedures, policies and/or Statutory Requirements are introduced after Services have been provided to the Customer, the Company will not be liable for these changes or any effect, they have on the previous Services provided to the Customer.
- The Services
The Company shall provide the Services as set out within the Quote to the Customer.
The Customer understands and accepts that elements of the Services may be completed by subcontractors or freelancers who are selected and employed by the Company. The Customers only contractual relationship is with the Company.
The Customer agrees that for a period of 1 year after expiry or termination of this Contract they undertake not to employ any employees or former employees who were employed in the Company and who they had direct contact with during the course of this agreement. This provision is expressly intended to include the use of any subcontractors of the Company.
- Time
The Company will seek to provide the Services as set out in the Quote within a timely manner.
Any specific timeframe or dates for completion of Services are provided for guidance only and the Company makes no guarantee in respect of the same.
For the purpose of this Contract, time is not of the essence (save for the payment of invoices by the Customer) and the Company shall not be liable for any loss or damage suffered by the Customer as a result of delay.
- Confidentiality and Intellectual Property
The property, and any copyright, design rights or other Intellectual Property Rights in any Service Output will, unless otherwise agreed in Writing between the Customer and the Company, belong to the Company, but the Customer will be entitled to use the Service Output for the purposes of using the Services by way of an exclusive licence, subject to payment in full of all sums payable under the Contract.
Any information provided by the Customer which is so designated by the Customer and any Service Output will be kept confidential by the Company, and all Service Output or other information supplied by the Company which is so designated by the Company will be kept confidential by the Customer: but the foregoing will not apply to any documents or other materials, data or other information which either party is required to disclose by law or by statutory requirements or which are public knowledge at the time when they are so provided by either party, and will cease to apply if at any future time they become public knowledge through no fault of the other party.
Service Output is prepared exclusively for the Customer for the purposes of the Contract and may not under any circumstances be used by any third party. The Company is not liable for any Service Output so used and the Customer will indemnify the Company against all liability and loss, damages and expenses of any kind whatsoever awarded against or incurred by the Company in connection with any claims by third parties in connection with such use of the Service Output.
The Customer will not by any act or omission do or authorise any third party to do anything which would or might invalidate or be inconsistent with any Intellectual Property Rights, design rights or copyright of the Company in the Service Output
The Customer will promptly notify the Company in Writing of any actual or suspected infringement of the Provider’s Intellectual Property Rights, design rights or copyright in the Service Output which comes to Customer’s notice.
While the Company is not aware, to the best of its knowledge, that any Service Output is in infringement of any design rights, copyright, or other Intellectual Property Rights of any third party, it does not give any warranty, in this respect.
- Limitation of liability
The extent of the Company’s liability under or in connection with this agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
Subject to the remainder of this clause, the Company’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed the total sums that the Customer has paid to the Company under the terms of this Contact, in respect of any and all claims, losses and damages arising under or in connection with this Agreement.
The Company shall not be liable for any consequential, indirect or special loss.
The Company shall not be liable for any of the following (whether direct or indirect):- loss of profit;
- loss of revenue;
- loss or corruption of data;
- loss or corruption of software or systems;
- loss or damage to equipment;
- loss of use;
- loss of production;
- loss of contract;
- loss of commercial opportunity;
- loss of savings, discount or rebate (whether actual or anticipated);
- harm to reputation or loss of goodwill; and/or wasted expenditure.
Except as expressly stated, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
Notwithstanding any other provision of this Agreement, the Supplier’s liability shall not be limited in any way in respect of the following:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of any obligation as to title implied by:
- section 12 of the Sale of Goods Act 1979;
- section 2 of the Supply of Goods and Services Act 1982; or
- section 8 of the Supply of Goods (Implied Terms) Act 1973;
- liability for defective products under section 2 of the Consumer Protection Act 1987;
- any other losses which cannot be excluded or limited by applicable law.
The Company makes no representations that the Services carried out will lead to any specific results. The Customer acknowledges that results in marketing cannot accurately predict and so no representations are made by the Company in this regard.
The Customer will indemnify and keep Company indemnified against all costs, expenses, damages, or other losses of any kind whatsoever incurred or suffered by the Company because of any claims made against the Company due to the infringement of any regulation, enactment, or legislation by the Customer.
The Customer is under a duty to mitigate any losses howsoever caused.
The Customer acknowledges and agrees that the limitation of liability contained in this clause is:
- Fair and reasonable.
- Reflected in the level of charges and of insurance cover carried by the Company.
- Just and equitable having regard to the extent of the responsibility of the Company for any loss or damage suffered, on the basis that all other consultants, the contractor, and any sub-contractors who have a liability will be deemed to have provided contractual undertakings to the Customer on terms no less onerous than those contained in this document.
- Refunds
Refunds will not be considered where the Company has already provided the Services.
Any refund which is considered and agreed, is done so at the absolute discretion of the Company and would only be considered if the cancellation was prompt and the Company had not incurred any time in providing Services before it was communicated.
The Company will be at liberty to apply a charge equal to 25% of the full amount of the invoice being refunded as an administration charge.
- Publicity
The Company’s name will not be used in connection with the Contract for purposes of publicity promotion or advertising without the prior written approval of the Company. The Company may publish or join in publishing any description or illustration of the works with the prior consent of the Customer.
- Data Protection
The Company complies with all data protection law.
A copy of our data protection policy is available upon request. We process your information in accordance with this policy and in compliance with data protection laws.
As part of its marketing policy, the Company may send to the Customer from time-to-time details of its products and Services. If Customer does not wish to receive these details, then please contact the Data Controller at BEACONRISK Health & Safety Ltd (registered in England and Wales under Company Number 07105069) in Writing.
The Customer will indemnify the Company for any breach of the Data Protection Act 2018 in respect of the information provided to the Company by the Customer.
- Warranty of Contractual Capacity
Both parties and the signatories to this Contract warrant that they are authorised and permitted to enter into this agreement and have obtained all necessary permissions and approvals.
Each party acknowledges that it has not entered into this agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this agreement.
Nothing in this agreement shall limit or exclude any liability for fraud.
- Indemnity
The Customer shall indemnify the Company against any loss or damage which results from the Customer’s breach of this agreement or failure to abide by any of its terms.
- Waiver
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
- Force Majeure
Force Majeure shall mean any event or sequence of events beyond a party’s reasonable control and that could not have been reasonably anticipated or avoided and which prevents it from, or delays it in, performing its obligations under this Agreement including, but not limited to, (a) an act of God, fire, flood, drought, earthquake, windstorm or other natural disaster; (b) an act of any sovereign including war (or threat of, or preparation for war), armed conflict (or threat of, or preparation for, armed conflict), invasion, act of foreign enemies, hostilities (whether war be declared or not), rebellion, revolution, insurrection, military or usurped power or confiscation; (c) acts of terrorism, civil war, civil commotion or riot (or the threat of, or preparation for, acts of terrorism, civil war, civil commotion or riot); (d) civil emergency (whether an emergency be declared or not); (e) fire or explosion (other than, in each case, one caused by breach of contract by, or with the assistance of, the party seeking to rely on it as a force majeure event or by a member of the same group as such party), (f) adverse weather conditions; (g) nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority; (h) embargo, blockade, imposition of sanctions or breaking off of diplomatic relations or similar actions; (i) radioactive, nuclear, chemical or biological contamination or sonic boom, pressure waves caused by aircraft travelling at sonic or supersonic speeds; (j) law, or governmental order, rule, regulation or direction, judgment, order or decree; (k) epidemic or pandemic; (l) labour dispute including, but not limited to, strikes, industrial action, lockouts or boycott; (m) interruption or failure of utility service including to electric power, gas, water, internet or telephone service; (n) loss at sea; (o) collapse of building structures; (p) failure of the transportation of any personnel, equipment, machinery supply or material required by a party for performance of the agreement; (q) failure of plant machinery, machinery, computers or vehicles; (r) non-performance by suppliers or sub-contractors; (s) malicious or negligent damage or other act (other than, in each case, by the party seeking to rely on it as a force majeure event or by a member of the same group as such party); (t) any action taken by a government or public authority, including, but not limited to, a failure to grant a necessary licence or consent or the imposition of an export restriction, import restriction, quota or other restriction or prohibition; (u) accidental damage or other act; (v) cyberattack, incident or intrusion, but not including, without limitation.
Where a Force Majeure occurs, or is reasonably likely to occur, a party shall not be liable to the extent that it is delayed in or prevented from performing its obligations under this Contract due to Force Majeure, and the obligations of the party affected by the Force Majeure shall be suspended for the duration of the Force Majeure event, provided that the affected party:- promptly notifies the other party of the Force Majeure event and its expected duration;
- uses reasonable endeavours to minimise the effects of the event of Force Majeure; and
- keeps the other party informed of the status of the event and its impact on the performance of the Contract.
If, due to Force Majeure, a party:
- is or is likely to be unable to perform a material obligation; or
- is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 20 Business Days;
the other party may have the ability to terminate this Contract on written notice or the parties can agree to renegotiate the Contract in good faith to achieve, as nearly as possible, its original commercial intent.
No fees shall be due to the affected party for any period during which a party is prevented from performing its obligations in connection with this Agreement due to a Force Majeure event.
- Termination
The Company may at their absolute discretion terminate this Contract or suspend the Service pending their further investigation if:- If the Customer fails to pay any sums when due or otherwise materially breaches any of the terms of this Contract
- The Customer is, or for statutory purposes is deemed to be or appears to be unable to pay its debts as they become due, or the value of its assets is less than the amount of its liabilities (including contingent and prospective liabilities) or the Customer otherwise becomes insolvent, suspends payment, or threatens to do so or ceases to trade; or
- The Customer makes any voluntary arrangement with its 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
- an encumbrancer takes possession, or a receiver appointed, of any of the property or assets of the Customers: or
- The Customer ceases, or threatens to cease, to carry on business; or
- where the Customer is an individual or partnership, he or any partner dies; or
- outside England and Wales anything corresponding to any of the above occurs, or
- the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer. The Customer will notify the Company forthwith in Writing of such event.
Where this Contract has expired but has rolled over through the (explicit or implicit) agreement of both parties, then the Customer or the Company may terminate the Contract providing three months’ written notice.
- Severance
If a clause of this Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of this Contract will continue in effect.
If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).
- Insurance
The Company shall at all times maintain professional Indemnity Insurance and the Customer may request details of the same by written request.
- Governing Law
This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
- Third Party Rights
Except as expressly provided in this Contract for the purposes of the Contracts (Rights of Third Parties) Act 1999, this Contract is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.
- Language
The language of this Contract is English. All documents, notices, waivers, variations and other written communications relating to this Contract shall be in English.
- Compliance with law
Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties hereunder, its employees, agents and representatives shall comply with all applicable laws and regulations.
- Counterparts
This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.
- Miscellaneous
The Customer may only transfer their rights or obligations under this Contract if agreed by the Company in writing. The Company may transfer its rights and obligations upon 3 months notice in Writing.
Nothing in this contract is intended to, or shall be deemed to, establish any partnership or joint venture between you and the Company.
Both parties reserve the right to bring any action which arises out of this agreement at any stage up until the statutory limitation period.