Terms and Conditions
Standard Terms and Conditions for the provision of services by 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.
- Definitions and Interpretations
1.1. In these Terms and Conditions, unless the context requires otherwise, the following meanings are used:
‘Provider’ means BEACONRISK HEALTH & SAFETY LTD.
‘Client’ means a person or organisation procuring Services from the Provider identified in the Quote.
‘Contract’ means any agreement between Provider and Client under these Terms and Conditions (or any variation agreed by both Parties).
‘Services’ means provision of consultancy, assessment, testing, surveys, training, inspection, advice, or other services which Provider may perform for the Client under the Contract.
‘Start Date’ means date when Services will start, as defined in the Quote (or any date agreed by both parties).
‘Term’ means the length of Contract as defined in the Quote.
‘Fees’ means all sums due from Client to Provider as specified in the Contract.
‘Confidential Information’ means, in relation to either Party, information disclosed to the other in connection with the Contract (whether orally or in writing or any other medium, and whether the information is expressly stated to be confidential or marked as such).
‘Data Protection Legislation’ means General Data Protection Regulation (GDPR) applicable in the UK and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK or any legislation which succeeds the GDPR.
‘Intellectual Property Rights’ means, but is not limited to, all patents, registered and unregistered designs, copyrights, design rights, registered and unregistered trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.
‘Service Output’ means documents, data, reports, assessment results and other information prepared by the Provider in relation to the Services.
‘Writing’ includes electronic mail, facsimile transmission, and comparable means of communication.
1.2. Any reference in these Conditions to any provision of a statute will be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and will not affect their interpretation.
- Basis of Contract
2.1. Provider will provide Services and Client will pay for the same in accordance with any written Quote of Provider accepted by Client, or any written order of Client, accepted by Provider, subject in either case to these Conditions, which will govern the Contract to the exclusion of any other terms and conditions.
2.2. No Variation to these Conditions will be binding unless agreed in Writing between the authorised representative of Client and Provider.
2.3. Provider’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Provider in Writing. In entering the Contract, Client acknowledges that it does not rely on and waives any claim for breach of, any such representations which are not so confirmed.
2.4. Any typing, clerical, or other error or omission in any sales literature, quote, price list, acceptance or offer, invoice or other document or information issued by Provider will be subject to correction without any liability on the part of Provider.
- Work Instructions
3.1. No instruction given by Client will be deemed to be accepted by Provider unless and until confirmed in Writing by Provider’s authorised representative.
3.2. Client will be responsible to Provider for ensuring the accuracy of the terms of any instruction (including any applicable specification) supplied by Client, and for giving Provider any necessary information relating to Services within a sufficient time to enable Provider to perform the Contract in accordance with its terms.
3.3. Provider reserves the right to make any changes in the specification of Services which are required to conform with any statutory requirements at any time during the term of the Contract.
3.4. No order which has been accepted by Provider may be cancelled by Client except with the agreement in Writing of the Provider and on condition that Client will indemnify Provider 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 Provider as the result of cancellation.
- Assignments and Sub-Contracting
4.1. Provider will perform the Services using its own staff. However, Provider reserves its right to sub-contract the whole or part of the work and Provider is not obliged to inform Client of the same.
5.1. The price of Services will be Provider’s quoted price. All prices quoted are valid for 30 days only from the date of the Quote or until earlier acceptance by the Client, after which time they may be altered by Provider without giving notice to Client.
5.2. Provider reserves the right, by giving notice to Client at any time before commencement of the Services, to increase the price of Services to reflect any increase in the cost to Provider which is due to any factor beyond its control (such as without limitation, alteration of duties, significant increase in the costs of labour, materials or other costs of delivery) or any delay caused by any instructions of Client or failure of Client to give Provider adequate information or instructions.
5.3. Client agrees to pay reasonable travel and subsistence expenses incurred by Provider as detailed in any Quote.
5.4. Value Added Tax (VAT) will be added to all charges at the rate applicable at the tax point at the time of invoice. Where Client is registered for VAT within the European Union but outside the United Kingdom the work will be zero-rated provided Provider has been notified of Client’s VAT registration number. If Client is not registered or Provider has not been so notified, VAT at the rate applicable at the tax point will become payable.
5.5. Provider is not responsible in determining whether the provision of Services to Client is liable to VAT and if no VAT is levied on Provider’s invoice(s) the Client indemnifies and will continue to indemnify Provider against any such charge requested by the UK VAT authorities or UK Inland Revenue.
6.1. Subject to any special terms agreed in Writing between Client and Provider, the Provider will be entitled to invoice Client for the total price of Services under the Contract as detailed in any Quote.
6.2. Client will pay the price of Services inclusive of VAT where applicable (but without any other deduction) within 30 days of the date of Provider’s invoice in GB pounds. The time of payment of the price will be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.3. If Client fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Provider, Provider will be entitled to:
6.3.1. Cancel the Contract or suspend any further provision of Services to Client 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.
6.3.2. Under The Late Payment of Commercial Debts (Interest) Act 1998, charge Client 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): and
6.3.3. Charge Client the costs of recovery of any outstanding amount including legal costs and disbursements and charge any bank charges incurred on representing cheques or requesting special clearance thereof.
7.1. Cancellations will only be agreed and accepted as clause 3.4. above.
7.2. Refunds will only be agreed and paid as below:
7.2.1. All invoices issued under the Contract have been paid on time and in full. Cancellation is due to Client’s unavoidable and extraordinary circumstances and no Service Output has been prepared by Provider.
7.2.2. Provider will levy a cancellation charge of 25% of the sums paid for all contract elements including third party fees collected as part of the Contract.
7.2.3. Where Service Output has been prepared no refund will be considered.
- Postponements and No-Shows
8.1. Postponements will only be agreed and managed as below:
8.1.1 All invoices issued under the Contract have been paid on time and in full. Postponement is due to Client’s unavoidable and extraordinary circumstances
8.1.2 Postponements must be agreed by prior arrangement and in writing
8.1.3 Postponement requests for up to 6 months from request No charge
8.1.4 Postponements over 6 months from request 50% of Quoted Fees
8.2 ‘No shows’ are described as a Client’s failure to a respond to emails or other communication.
8.2.1 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
8.2.2 Retrieval up to 6 months from archiving date 50% of Quoted Fees
8.2.3 Retrieval over 6 months from archiving date 100% of Quoted Fees
- Force Majeure
9.1. Provider will not be liable to Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Provider’s obligations in relation to Services, if the delay or failure was due to any cause beyond the Provider’s reasonable control, including but not limited to acts of God, strikes, lock outs or other labour disputes (whether or not relating to either party’s workforce), accidents, war, national emergency, pandemics, acts of terrorism, riot, civil commotion, fire explosion, flood, epidemic, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services.
10.1. Any Services provided by Provider comprising but not limited to advice, documents, reports, and conclusions are based on information supplied by Client and evidence known at the time to Provider. Client will supply all necessary information, data, and items necessary to the timescale required by Provider and at Client’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 Provider rely on assessment disciplines and procedures used or adopted by Provider and Provider 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 Provider has direct experience. Services provided are believed to be accurate and reliable subject to the limitations of normal measurement tolerances.
10.2. Provider is not obliged after the carrying out of Services to inform Client of any subsequent changes to industry procedures, policies and/or Statutory Requirements which may come into force from time to time.
10.3. If any changes to industry procedures, policies and/or Statutory Requirements are introduced after Services have been provided to Client, Provider will not be liable for these changes or any effect, they have on the previous Services provided to the Client.
- Confidentiality and Intellectual Property
11.1. The property, and any copyright, design rights or other Intellectual Property Rights in any Service Output will, unless otherwise agreed in Writing between Client and Provider, belong to the Provider, but Client 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.
11.2. Any information provided by Client which is so designated by Client and any Service Output will be kept confidential by Provider, and all Service Output or other information supplied by Provider which is so designated by the Provider will be kept confidential by Client: 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.
11.3. Service Output is prepared exclusively for Client for the purposes of the Contract and may not under any circumstances be used by any third party. Provider is not liable for any Service Output so used and Client will indemnify Provider against all liability and loss, damages and expenses of any kind whatsoever awarded against or incurred by the Provider in connection with any claims by third parties in connection with such use of the Service Output.
11.4. Client 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 Provider in the Service Output
11.5 Client will promptly notify Provider 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 Client’s notice.
11.6. While the Provider 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.
- Warranty and Limitation of Liability
12.1. Except as expressly provided in the Contract and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are hereby excluded, and Provider will not be liable for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in the Services, (including any delay in providing or failure to provide the Services) whether such defects or deficiencies are caused by the negligence of Provider or its employees or agents or otherwise.
12.2. Services are provided to and for the benefit of Client exclusively and all collateral warranties are hereby excluded. Provider will not be liable to any third party who seeks to use the Services without Provider’s express written permission for any loss, damage, expense, or injury of any kind whatsoever, consequential, or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in the Services whether such defects or deficiencies are caused by the negligence of Provider or its employees or agents or otherwise.
12.3. Provider will have no liability to Client for any loss, damage, costs, expenses, or other claims for compensation arising from any instructions supplied by Client which are incomplete, incorrect, inaccurate, or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of Client.
12.4. No liability is accepted by Provider for loss or damage howsoever caused to any goods or samples submitted for examination by Client. Following examination of the goods or samples the remainder will only be returned to Client upon written request. Unless Provider receives notice in Writing to the contrary Provider will be entitled to dispose of all goods or samples after 6 months of the completion of the Contract.
12.5. Nothing in the Contract will limit or exclude Provider’s liability for death or personal injury resulting from the negligence of Provider or that of its employees or agents.
12.6. The entire liability of Provider under or in connection with the Contract will not exceed a multiple of 10 (ten) times Provider’s charges for the provision of Services under the Contract.
12.7. Client will indemnify and keep Provider indemnified against all costs, expenses, damages, or other losses of any kind whatsoever incurred or suffered by Provider because of any claims made against Provider due to the infringement of any regulation, enactment, or legislation by Client.
12.8. Client is under a duty to mitigate any losses howsoever caused.
12.9. Client acknowledges and agrees that the limitation of liability contained in this clause is:
12.9.1. Fair and reasonable.
12.9.2. Reflected in the level of charges and of insurance cover carried by Provider.
12.9.3. Just and equitable having regard to the extent of the responsibility of Provider 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 Client on terms no less onerous than those contained in this document.
13.1. Provider’s name will not be used in connection with the Contract for purposes of publicity promotion or advertising without the prior written approval of Provider. Provider may publish or join in publishing any description or illustration of the works with the prior consent of Client.
- Non-solicitation of Staff
14.1. Client will not solicit or entice away or seek to entice away from Provider to work for its business, whether as principal, agent, partner, director, employee, secondee or consultant, any person who is or was employed or engaged by Provider in providing Services, at any time during the term of the Contract or for 6 months thereafter.
Should Client be in breach of clause 13.1 above, then it will pay to Provider a sum to cover Provider’s reasonable losses in this matter.
- Data Protection Act 2018
15.1. Provider may consult or register information about Client and the conduct of Client’s account with a licensed credit reference agency. Provider may also consult a licensed credit agency about any credit information that they hold about Client, or Client’s principal directors. Provider will keep a record of that search either on computer or on manual records.
15.2. As part of its marketing policy Provider may send to Client from time-to-time details of its products and Services. If Client 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.
15.3. Client will indemnify Provider for any breach of the Data Protection Act 2018 in respect of the information provided to Provider by Client.
- Dispute Resolution and Applicable Law
16.1. Any dispute or difference arising out of or in connection with the Contract may be referred, at the option of either party, to adjudication. The person who is to act as the adjudicator will be agreed between Client and Provider.
16.2. Notwithstanding clause 15.1 above Provider can refer any disputes relating to its Intellectual Property Rights, design rights, copyright, and late payment of monies due under the Contract, to the Courts without having recourse to the adjudication process.
16.3. The Contract will in all respects be subject to and construed in accordance with English Law and Client submits to the exclusive jurisdiction of the English Courts.
- Default, Termination, Repossession or Suspension
17.1.1. Client fails to pay any sums when due or otherwise materially breaches any of the terms of the Contract or any other terms agreed with Provider: or
17.1.2. Client 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 Client otherwise becomes insolvent, suspends payment, or threatens to do so or ceases to trade; or
17.1.3. Client 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
17.1.4. an encumbrancer takes possession, or a receiver appointed, of any of the property or assets of Client: or
17.1.5. Client ceases, or threatens to cease, to carry on business; or
17.1.6. where Client is an individual or partnership, he or any partner dies; or
17.1.7. outside England and Wales anything corresponding to any of the above occurs, or
17.1.8. Provider reasonably apprehends that any of the events mentioned above is about to occur in relation to Client. Client will notify Provider forthwith in Writing of such event.
17.2. In all the above cases Provider may (at its discretion, whether it has received notice from Client as set out in clause 16.1 and without prejudice to its other rights hereunder or otherwise) at any time by notice to Client do any one or more of the following:
17.2.1. Terminate, cancel and/or rescind the Contract and other Contracts with Client with immediate effect.
17.2.2. Declare immediately due, payable, and interest-bearing under clause 6.3.2. above any amounts owed by Client to Provider under any Contract.
17.2.3. Suspend the provision of any Services to Client.
17.2.4. Proceed against Client for any sums owing under the Contract and/or damages, as appropriate.
17.3. The use by Provider of any of the provisions set out in clause 16.2 does not prejudice or affect any right of action or remedy which has accrued or will accrue to Provider thereafter.
17.4. Where a Contract has expired but has rolled over through the (explicit or implicit) agreement of both parties, then Client or Provider may terminate the Contract providing a notice of three months is given, providing that the value of the services provided by Provider is at least equal to the amount that will be invoiced during the cancellation period.
18.1. Any notice required or permitted to be given by either party to the other under these Conditions will be served by recorded delivery only addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
18.2. No waiver by Provider of any breach of the Contract by Client will be considered as a waiver of any subsequent breach of the same or any other provision. A waiver, whether it is a waiver of a breach of the Contract or a waiver of Provider’s rights under the Contract, will only be effective if it is confirmed in Writing by Provider. Provider’s employees or agents are not authorised to make any waivers, of any kind, unless confirmed by Provider in Writing.
18.3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder or the provision in question will not be affected thereby.
18.4. The parties acknowledge that, except as specifically provided in this Contract it is not their intention that any third party will be entitled to enforce any term of this Contract which may confer a benefit on that third party, whether any such entitlement would, but for this provision, arise under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
18.5. BEACONRISK HEALTH & SAFETY LTD cannot be held liable for any charges or costs incurred by the Client through enforcing authority intervention or prosecution.
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