iSafe - Terms & Conditions

1.1 ‘Company’ means ISAFE – Health, Safety and Quality Services Ltd (registered in England and Wales under Company number 10060842).

1.2 ‘Client’ means the person who accepts a quotation of the Company for the provision of the Services or whose order for the Services is accepted by the Company.

1.3 ‘Conditions’ means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in Writing between the Client and the Company.

1.4 ‘Contract’ means the contract for the provision of the Services.

1.5 ‘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.

1.6 ‘Output Material’ means data, drawings, plans, documents, test results and other information prepared by the Company in relation to the Services.

1.7 ‘Services’ means the provision of consultancy, assessment, testing, results, survey, training, inspection, advice or other services which the Company undertakes to perform or provide for The Client under the Contract.

1.8 ‘Writing’ includes electronic mail, facsimile transmission, and comparable means of communication.

2.1 All work carried out by The Company for the Client in relation to any part of the project described within the proposal and any additional work The Company undertake on behalf of the client will be upon these terms and to the exclusion of any other terms supplied by the client. Instructing The Company to commence any work set out within this proposal albeit verbal, written or by electronic format shall be acceptance of these terms.

2.2 No Variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of the Client and the Company.

2.3 Nothing in these terms and conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which we may be entitled in relation to the goods/and or the work the subject of this order.

2.4 Generic Templates: Where The Company provide any generic templates to document H&S processes (e.g. RAMS, check sheets etc.) these are provided on the understanding that the Client will be responsible for ensuring that the template and any information therein is suitable and sufficient. The Client will be responsible for ensuring the template is updated to include site and task specific requirements necessary to control specific hazards.

2.5 Review of information provided by The Client: Where The Company review any information / documentation provided by The Client, it is on the understanding that the information provided is accurate and complete and accurately reflects all relevant conditions & operations.

2.6 Where Client supplied information is reviewed by The Company remotely (e.g. information for review is e-mailed by The Client for review) any comments or recommendations by The Company are based solely on the information provided by the Client and the verification that information is suitable and sufficient and implementation of any recommendations e.g. recommendations for implementation of risk controls by The Company at operational level is the absolute responsibility of the Client.

2.7 Site Safety Inspection / Audits: any advice whether written or verbal given to the client are based on observations made & information made available at the time of audit & by representative sampling. It is possible that some issues outside of the representative sample used by The Company will hold a non-compliance issue that could be identified by a regulatory agency or other inspector after the audit is completed.

2.8 Method of Work: In all cases It is assumed by The Company that the Client are competent in their undertaking. Where The Company gives any advice regarding a proposed method of work, whether written or verbal, this advice should be verified by a competent person within the Client’s organisation prior to implementation.

3.1 The proposal given on or attached to these terms and conditions will only remain valid for a period of 30 days.

3.2 Acknowledgment and acceptance of this proposal is made by the Client placing an order within the specified period in the paragraph above, at which time the Client will be bound by these terms and conditions. Each proposal accepted shall constitute an individual legally binding contract between the Client and The Company. Such contract is hereinafter referred to in these terms and conditions as “an order”.

3.3 No order which has been accepted by the Company may be cancelled by the Client except with the agreement in Writing of the Company and on condition that the Client shall 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 Company as the result of cancellation.

3.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

4.1 Where appropriate the Company will perform the Services using its own staff. However, the Company reserves its right to sub-contract the whole or part of the work and the Company is not obliged to inform the Client of the same.

5.1 The Company requires the client to provide all requested information in a written format and in a timely manner where available. The Company expects the Client to provide access to all personnel and material that are required to enable The Company to deliver the project within the agreed parameters, and not hinder the ability of The Company to carry out the project. This is inclusive of the prompt approval or otherwise of requests submitted to the client for agreement.

5.2 The Client shall be responsible to the Company for ensuring the accuracy of information (including any applicable specification) submitted by the Client

6.1 The Company shall not be held liable for any loss or damages caused by the use or misuse, unavailability, or removal of services. When the client account is closed, all files and stored data will be deleted. The Company reserves the right to cancel the client account at any time without notice.

6.2 If any changes to industry procedures, policies and/or Statutory Requirements are introduced after Services have been provided to the Client the Company will not be liable for these changes or any effect, they have on the previous Services provided to the Client.

6.3 So far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are hereby excluded, and the Company shall 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 the Company or its employees or agents or otherwise.

6.4 The Company shall have no liability to the Client for any loss, damage, costs, expenses, or other claims for compensation arising from any instructions supplied by the 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 the Client.

6.5 Nothing in this Contract shall limit or exclude the Company’s liability for death or personal injury resulting from the negligence of the Company or that of its employees or agents.

6.6 Additional Work
Any additional work or variations to the proposal will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by the client and The Company in writing before work commences.

6.7 The Client shall indemnify and keep the Company indemnified against all costs, expenses, damages or other losses of any kind whatsoever incurred or suffered by the Company as a result of any claims made against the Company due to the infringement of any regulation, enactment of legislation by the Client.

6.8 The Company shall have the right to terminate the agreement with immediate effect by notice in writing to the client if the client fails to make any payment when it becomes due. Either party may terminate the agreement by notice in writing to the other if:

• The other party commits a material breach of the Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
• The other party commits a material breach of the Agreement which cannot be remedied under any circumstances; or
• The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
• The other party ceases to carry on its business or substantially the whole of its business; or
• The other party is declared insolvent, or convenes a meeting of creditors or makes or proposes to make any arrangement or composition with its creditors; or
• A liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
  
  

6.9 The client shall have the right to terminate the Agreement at any time by notice in writing to The Company and any payments made prior to the date of termination shall not be refundable. Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.

6.10 Suspension of Work
The Company reserves the right to suspend all work if any invoice is not paid in accordance with the terms of The Company to charge interest on a daily basis on any unpaid sums, at the rate of 5 per cent above base rate of  The Bank of England.

6.11 Completion
The Company will reasonably determine completion in the absence of the agreement of the Client that completion has occurred.

7.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

8.1 The price of the Services shall be the Company’s quoted price. All prices quoted are valid for 30 days only from the date of the quotation or until earlier acceptance by the Client, after which time they may be altered by the Company without giving notice to the Client.

8.2 The Company reserves the right by giving notice to the Client at any time before commencement of the Services, to increase the price of the Services to reflect any increase in the cost to the Company.

8.3 The Client agrees to pay reasonable travel and subsistence expenses incurred by the Company as detailed in any quotation.

8.4 Value Added Tax (‘VAT’) will be added to all charges at the rate applicable at the tax point at the time of invoice.

9.1 Subject to any special terms agreed in Writing between the Client and the Company, the Company shall be entitled to invoice the Client for the total price of the Services under the Contract at any time after commencement of the same.

9.2 The Client shall pay the price of the Services inclusive of VAT where applicable (but without any other deduction) within 30 days of the date of the Company’s invoice in pounds Sterling. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

9.3 If the Client fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

• Cancel the Contract or suspend any further provision of the Services to the Client with immediate effect. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the Services
• Under The Late Payment of Commercial Debts (Interest) Act 1998, charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above (Bank of England) 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
• Charge the 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.

10.1 To protect the privacy of the client, The Company never distributes the identity of the client, e-mail address or any commercially sensitive information to any third parties.

10.2 The property, and any copyright, design rights or other Intellectual Property Rights in any Output Material shall, unless otherwise agreed in Writing between the Client and the Company, belong to the Company, but the Client shall be entitled to use the Output Material for the purposes of utilising the Services by way of an exclusive licence, subject to payment in full of all sums payable under this Contract.

10.3 Any information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the Client: but the foregoing shall 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 shall cease to apply if at any future time they become public knowledge through no fault of the other party.

10.4 The Client shall 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 Output Material.

10.5 While the Company is not aware, to the best of its knowledge, that any Output Material is in infringement of any design rights, copyright or other Intellectual Property Rights of any third party, it does not give any particular warranty in this respect.

11.1 The Client shall not solicit or entice away or seek to entice away from the Company 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 the Company in providing the Services, at any time during the term of the Contract or for 6 months thereafter.

11.2 Should the Client be in breach of clause above, then it shall pay to the Company a sum to cover the Company’s reasonable losses in this matter.

12.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and shall be subject to the non-exclusive jurisdiction of the courts of England. The Company reserves the right to amend and update these Terms and Conditions at any time without notice