Terms & Conditions
SAFETY COMPLIANCE SERVICES LIMITED
TERMS AND CONDITIONS OF SERVICE
- 1. Application
- 1.1 These Terms and Conditions shall apply to the provision of Services by the Safety Compliance Services Limited, a company registered in England & Wales at Suite 3, Vita House, Fish Quay, North Shields, NE30 1JA (Company No. 06919350) (‘SCS') to the Client.
- 1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), these terms and conditions shall prevail unless expressly otherwise agreed by SCS in writing.
- 2. Definitions and Interpretation
- 2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
"Business Day" | means any day excluding Saturdays, Sundays and English public holidays |
"Client" | means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from SCS; |
"Commencement Date" | means the date of this Agreement; |
"Fees" | means the fees payable by the Client as agreed between SCS and the Client; |
"Services" | means the services to be provided by SCS to the Client as agreed from time to time; and |
"Terms of Payment" | means the terms of payment of Fees as set out Clause 5. |
- 2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
- 2.2.1 "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
- 2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- 2.2.3 a Clause or paragraph is a reference to a Clause of these Terms and Conditions; and
- 2.2.4 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
- 2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
- 2.4 Words imparting the singular number shall include the plural and vice versa.
- 2.5 References to any gender shall include the other gender.
- 3. The Services
- 3.1 With effect from the Commencement Date SCS shall, in consideration of the Fees being paid by the Client, provide the Services to the Client.
- 3.2 SCS will use reasonable care and skill to perform the Services.
- 3.3 SCS shall use all reasonable endeavours to complete its obligations under these Terms and Conditions, but time will not be of the essence in the performance of these obligations.
- 4. Fees
- 4.1 The Client agrees to pay the Fees in accordance with these terms and Conditions.
- 4.2 In addition SCS shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services but only with the prior written consent of the Client.
- 4.3 The Client will pay SCS for any additional services provided by SCS that have not been agreed between SCS and the Client in accordance with SCS's then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.
- 4.4 All sums payable by either Party pursuant to these Terms and Conditions are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.
- 5. Payment
- 5.1 All payments required to be made pursuant to these Terms and Conditions shall be made within 14 days of the date of the relevant invoice in Pounds Sterling in cleared funds to such bank in England as the other Party may from time to time nominate, without any set-off, withholding or deduction.
- 5.2 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then SCS shall, without prejudice to any right which SCS may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 4% and the base rate of Barclays Bank plc from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
- 6. Variation and Amendments
- 6.1 The Client cannot make any variations to the Services or Fees without the express written consent of SCS.
- 6.2 If, due to circumstances beyond SCS's control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. SCS shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
- 7. Termination
- 7.1 SCS may terminate the agreement immediately if:
- 7.1.1 the Client is in breach of any of its obligations hereunder;
- 7.1.2 the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with his creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertakings or assets;
- 7.1.3 the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986;
- 7.1.4 the Client ceases or threatens to cease to carry on business; or
- 7.1.5 any circumstances whatsoever beyond the reasonable control of SCS (including but not limited to the termination of the service through no fault of SCS) arise that necessitate for whatever reason the termination of the provision of services.
- 7.2 In the event of termination under sub-Clause 7.1 SCS shall retain any sums already paid to it by the Client without prejudice to any other rights SCS may have whether at law or otherwise.
- 8. Liability and Indemnity
- 8.1 Except in respect of death or personal injury caused by SCS's negligence, SCS will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by SCS's servants or agents or otherwise) in connection with the performance of its obligations under these Terms and Conditions or with the use by the Client of the Services supplied.
- 8.2 SCS's professional indemnity insurance is provided by AXA Insurance plc of 3 Atlantic House, PO Box 182, Glasgow, G2 8JH (Policy No. 2E PCL 254 7703)
- 8.3 The Client shall indemnify SCS against all damages, costs, claims and expenses suffered by SCS arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
- 8.4 SCS shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of SCS's obligations if the delay or failure was due to any cause beyond SCS's reasonable control.
- 9. Force Majeure
Neither the Client nor SCS shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
- 10. Waiver
- 10.1 No waiver by SCS of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
- 10.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
- 11. Severance
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
- 12. Copyright
SCS reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Services. SCS reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
- 13. Notices
- 13.1 All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
- 13.2 Notices shall be deemed to have been duly given:
- 13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
- 13.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
- 13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
- 13.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
- 13.3 Service of any document for the purposes of any legal proceedings concerning or arising out of these Terms and Conditions shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
- 14. Complaints Policy
A copy of the Company's Complaints Policy is available from Richard Wade.
- 15. Arbitration
- 15.1 Subject to Clause 15.2, any dispute, difference or disagreement between the parties arising out of or in connection with this Agreement shall be referred to the arbitration in Newcastle-upon-Tyne of a single arbitrator appointed by agreement between the parties within 30 days after a request for a reference is made by either party, failing which such arbitrator shall be nominated by the President for the time being of the Newcastle-upon-Tyne Law Society.
- 15.2 Clause 15.1 shall not:-
- 15.2.1 apply to any dispute, difference or disagreement in respect of which the provisions of this Agreement specify the consequences; or
- 15.2.2 preclude the making of an application to the Court for injunctive relief.
- 16. Law and Jurisdiction
- 16.1 These Terms and Conditions shall be governed by the laws of England and Wales.
- 16.2 Any dispute between the Parties relating to these Terms and Conditions shall fall within the jurisdiction of the courts of England and Wales.