1.1. In the context of these Terms and Conditions the word ‘Company’ will be construed as meaning Safety In Action Ltd (SIA) being the enterprise that is employed to perform the services referred to in these Terms and Conditions.
1.2. The word ‘Client’ will be construed as the recipient of those services.
1.3. The word ‘Premises’ means the premises of the Client in respect of and at which the Company is employed by the Client to carry out such services.
1.4. The word ‘Consultant’ means any person appointed by the Company and acting on their behalf in that capacity.
1.5. ‘the service(s)’ means the services(s) agreed to be provided by the Company and defined in a written quotation.
2.1. Any quotation for service given 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 for the Company to provide services on the Company’s terms and conditions as defined or contained in this document.
2.2. No service will be supplied or carried out by the Company for the Client except in accordance with the terms and conditions as defined or contained in this document. Any variation of the terms and conditions as defined or contained in this document is inapplicable unless accepted in writing by the Company
3.1 The fees are based on the assessed work load and any under assessment of time taken or services to be performed will result in an adjustment of fees accordingly and the Company reserves the right to back-date such increases to the relevant date or when such an under assessment became apparent to the Company. Notification of such will be given by the Company to the Client as soon as is reasonably possible.
3.2 Additional work outside the original agreed work will be charged at the standard hourly rate of £80.
4.1 Unless otherwise agreed, payment is to be made against the Company invoice and payment shall be within 14 days of the invoice date. Any sums not paid on the due date shall be subject to an interest charge at the rate of 8% per annum above the base rate of Bank of England from time to time compounded monthly on all amounts overdue until payment therefore such to run day to day and to accrue after as well as before any judgement. The Company may at its absolute discretion withhold supply of the services pending payment of any sum due from the Client.
4.2 Payment in advance is required for training (on a Client site or venue organised by the Company). This is not refundable if cancelled by the Client with less than 2 weeks’ notice or for individuals non-attendance on a Company course.
5. Provision of Services
5.1 The Consultant(s) will use their best endeavour(s) to advise the Client relative to the agreed work, so as to assist the Client in addressing its duties or other requirements in accordance with such statutes, regulations, and systems of work, standards or management system requirements which may be applicable to the Client’s needs, obligations or other requirements:
i. they cannot advise upon or be responsible for any circumstance or any matter which occurs between any agreed inspection of the client’s premises and
ii. the Company is not responsible to the Client for non-compliance with the relevant statutes regulations systems of work or standards or for failing to observe unsafe working practices, unsafe conditions or environmental liabilities whether such non-compliance or failure is by, the Client’s servants, agents, contractors or subcontractors and
iii. the Company will offer no advice, whether verbal written or inferred relative to, or in relation to contaminated land and will accept no liability whatsoever in relation to any issue arising or relating to contaminated land.
5.2 When problems are identified which in the opinion of the Consultant require the advice of a particular specialist, the Company will notify the Client accordingly and will use its best endeavours to indicate where in their opinion such advice may be obtained. The obtaining and cost of such specialist advice shall however at all times remain the responsibility of the Client. The Company will in no way be liable for the competency, integrity or any other matter or liability arising from advice given to the Client relative to where other advice may be obtained or relative to such a third party giving that advice.
6. Client Obligations
6.1 The Client shall not reveal or make available the details of any report to any third party without first obtaining the prior written permission of the Company.
6.2 The Client shall indemnify the Company from and against all losses or damage incurred by the Company, whether to or at the insistence of the Client or its employees or agents or third parties or otherwise directly or indirectly arising from or in connection with the carrying out of the services.
6.3 Unless otherwise agreed the Client shall be responsible for providing a safe system of work for the Consultant while providing the services and the Client shall be responsible for all costs necessarily required in discharging this obligation and shall indemnify the Company in respect of all claims, costs, damages and loss suffered as a result of any breach by the Client hereof.
7.1 The Company’s total liability (if any) to the Client (expecting always liabilities in respect of the personal injury or death), whether in contract, delict, quasidelict or otherwise in respect of any loss, direct or indirect or consequential, or damage (howsoever caused) directly or indirectly arising from any breach of Contract, or from any breech by the Company or its aforesaid of any duty owned to the Client in connection with the agreed service or in relation to the agreed service shall be limited to the price of £100,000.
7.2 All services are undertaken in good faith to a reasonable standard of care and on a conditional basis. Reports are issued on the basis of the information known to the Company at the time the services are carried out. Although the Company will use all reasonable endeavours to ensure accuracy, the Company’s achievements depend, inter alia on the effective co-operation of the Client, its staff and on the information submitted by the Client. Save as required by law, no representation or warranty, whether express or implied or otherwise as to the accuracy of a report is given by the Company. In consequence, all reports are prepared on the basis that:
i. There is no responsibility to any person or body other than the Client
ii All advice and guidance is given and documents prepared on the basis that the land or property or undertaking that the advice, report or documents relate to, is not contaminated and is not on any contaminated land register.
7.3 No claims will be accepted by the Company arising out of pollution or contamination of any kind
7.4 Notwithstanding anything else herein the Company shall not be liable for any delay in performing the services or any of its obligations if such a delay is caused by circumstances beyond its reasonable control including, without limitation, ill health of any Consultant or any act or omission of the Client.
8.1 Either party may terminate the contract for the provision of the service by giving 14 days notice of termination if:
(a) the other party has committed a material breach of the contract which is incapable of being remedied or not remedied within 14 days of a request to do so (such request identifying the breach complained of; or
(b) the other ceases to trade or becomes insolvent or
(c) in circumstances described in 7.4 above.
9. Governing Law
9.1 These Conditions and the contract shall be governed construed and shall take effect in accordance with the laws of England, and shall be subject to the jurisdiction of the English courts.
10.1 All notices to be served by one party on the other shall be deemed duly delivered or served forty-eight hours after posting if posted by first class mail to the address of the other party.
11. Ownership and copyright
11.1 Ownership and copyright in or of, any report or training programme and associated documents or information established or collated by the Company in the course of the service shall remain with the Company unless otherwise agreed and in any event, if agreed, only when the Client has discharged all its obligation under the contract, including payment of the price.