Terms & Conditions
All services provided by James Woolgrove Associates Ltd are subject to the following Terms and Conditions.
- DEFINITIONS: In these Terms and Conditions, the following words shall have the following meanings:
1.1 Client: means the person or entity who is to receive the services of the Company.
1.2 Contract: means the agreement between the Company and the Client in accordance with the Quotation Letter and these Terms and Conditions (and any additional terms and conditions agreed in writing by the Company).
1.3 Company: means James Woolgrove Associates Ltd trading as Heritage Health and Safety, a company incorporated in England and Wales under company number 08299918 and whose registered office address is 124 Main Street, Warton, Carnforth, Lancashire LA5 9PJ.
1.4 Parties: means the Client and the Company together, and Party shall mean either one of them.
1.5 Quotation Letter: means the letter or email sent to the Client setting out the proposed Services and fee estimates for the same.
1.6 Services: means all services provided by the Company, including; health and safety assessment, fire risk assessment, site risk assessment, workplace risk assessment, first aid training, sustainability training, overseeing projects and all other services associated within the health and safety industry agreed by the Parties.
2.1 Upon verbal or written acceptance of the Quotation Letter by the Client, the Contract will become legally binding.
2.2 The Company will provide the Services to the Client in consideration for an agreed fee payable by the Client as agreed between the Parties.
2.3 The Client agrees to provide the Company with information and instructions when requested in a timely manner to allow the Company to provide its Services.
2.4 The Client agrees to provide such facilities, instructions and information to enable the Company to function without risk to safety or health, while on the Client’s premises.
- INTELLECTUAL PROPERTY
3.1 After payment has been made in accordance with clause 4 below, the Client will have the right to use copies of all materials provided in connection with the provision of the Services for the particular purpose for which they were prepared.
3.2 All copyright and other intellectual property rights in all documents, forms, reports, written advice or other materials created and/or provided by the Company to the Client will remain in ownership of the Company.
- FEES AND PAYMENT
4.1 The Company will where appropriate, offer fixed fees for provision of the Services. Alternatively, the Company will charge the Client on an hourly rate basis.
4.2 The Company may vary any agreed fee with the Client if the agreed Services are varied. Any such variation will, where possible, be confirmed in writing to the Client.
4. 3 The Client shall pay for all Services provided by the Company even where not contained or stated in the Quotation Letter or other document.
4.4 Upon receipt of an invoice addressed to the Client, the Client will pay the outstanding amount including VAT within 20 days.
4.5 If payment is not made in accordance with clause 4.4, interest will accrue on the outstanding amount at a rate of 4% per annum above the base rate of the Bank of England from time to time calculated on a daily basis from the due date until the full outstanding amount is received by the Company.
5.1 The Company warrants that it will use reasonable care and skill in performing the Services to the standard generally accepted within the health and safety industry.
5.2 If the Company performs any part of its Services negligently or materially in breach of the Contract, then, if requested by the Client, the Company will re-perform the relevant part of the services, subject to clauses 6.1 and 6.2 below. The Client’s request must be made within 28 days of the completion of the Services.
5.3 The Company provides no warranty that any of the Services will be completed by any specific date.
- LIMITATION OF LIABILITY & INDEMNITIES
6.1 The Company’s liability to the Client under or in connection with the Contract whether arising in tort, contract, negligence, breach of statutory or otherwise shall not exceed the total fee charged by the Company to the Client. The provisions of this clause 6.1 shall not apply to clause 6.4.
6.2 Neither party shall be liable to the other party in tort, contract, negligence, breach of statutory or otherwise for any loss, damage, costs, expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 6.2 shall not apply to clause 6.4.
6.3 The Company’s total professional liability arising from or in connection with the provision of Services, is limited to £1,000,000 and the Company’s public liability is limited to £5,000,000.
6.4 The Client shall indemnify and hold harmless the Company from and against all claims and losses arising from loss, damage, liability, injury to the Company, its employees and third parties by reason of or arising out of any information supplied to the Client by the Company or its employees, or supplied to the Company by the Client.
6.5 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
6.6 The Company shall have no liability for any errors in or arising from the use of information supplied to the Company by the Client or by any third parties.
6.7 The above provisions shall not apply to any liability for death, personal injury, fraud, or any other liability that it would be unlawful to exclude or restrict.
7.1 The Client may terminate the Contract by giving 28 days’ written notice to the Company. Any amounts paid by the Client to the Company shall not be refundable unless otherwise agreed.
7.2 Either party may terminate the Contract, at any time, on written notice to the other Party if:
a) the other Party is in breach of its obligations under the Contract and where the breach is capable of remedy, and the other Party has not remedied the breach within 28 days of receiving written notice requiring the breach to be remedied; or
b) the other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other Party’s assets or business, or if the other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
7.3 On termination of the Contract, the Client shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Company for the performance of the Services prior to the date of termination.
- ELECTRONIC COMMUNICATIONS
8.1 Electronic communications are capable of alteration and corruption and therefore the Company does not accept any responsibility for changes to such communications after dispatch.
- DATA PROTECTION
9.1 The Company will only use the information provided by the Client for the purposes of providing the Services, unless the Client agrees otherwise.
- THIRD PARTY RIGHTS
10.1 A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
- GOVERNING LAW
11.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
12.1 Each party irrevocably agrees 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 Contract or its subject matter or formation (including non-contractual disputes or claims).