Terms And Conditions
Supply of Consultancy and/or Training Services
Please read these Terms and Conditions carefully. All Contracts that Haysman Consulting Limited may enter into from time to time for the provision of consultancy and/or training services shall be governed by these Terms and Conditions, and Haysman Consulting Limited will ask the Client for the Client’s express written acceptance of these Terms and Conditions before providing any services to the Client.
TERMS AND CONDITIONS
Except to the extent expressly provided otherwise, in these Terms and Conditions:
“Charges” means the amounts specified in the attached Quotation for Services (Section 7, Costs and Payment);
“Client” means the person or entity identified in Section 1 of the Quotation for Services;
“Client Materials and Resources” means any access to work areas, personnel and documentation as required to fulfill the Services;
“Consultant” means Haysman Consulting Limited, a company incorporated in England and Wales (registration number 10656991), having its registered office at 3 Millard Close, North Walsham, NR28 0HH;
“Contract” means a particular contract made under these Terms and Conditions and the relevant Quotation for Services between the Consultant and the Client;
“Deliverables” means the services defined in Section 4 of the attached Quotation for Services;
“Effective Date” means the date that Services are carried out on;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Services” means the consultancy services specified in Section 3 of the Quotation for Services;
“Quotation for Services” means a written Quotation for Services agreed by or on behalf of each of the parties;
“Term” means the term of the Contract, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Quotation for Services, including any amendments to that documentation from time to time;
The Contract shall come into force on the date the Client signs Section 8 of the Quotation for Services (Acceptance).
The Contract shall continue until:
(a) all the Services have been completed;
(b) all the Deliverables have been delivered; and
(c) all the Charges have been paid in cleared funds, upon which it will terminate automatically.
Unless the parties expressly agree otherwise in writing, each Quotation for Services shall create a distinct contract under these Terms and Conditions.
The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.
The Consultant shall provide the Services in accordance with the standards of skill and care reasonably expected from a Chartered Safety and Health Practitioner.
The Consultant shall deliver the Deliverables to the Client.
The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Consultant’s proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.
The Consultant shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 5 of the Quotation for Services.
The Consultant warrants to the Client that:
(a) the Deliverables will conform with the requirements of Section 4 of the Quotation for Services as at the date of delivery of the Deliverables;
(b) the Deliverables will be free from material defects;
(c) the Deliverables when used by the Client in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law.
The Consultant hereby grants to the Client a licence to copy, store, distribute and publish the Deliverables for internal use only.
The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.
All charges due for the services provided are listed in Section 7 of the Quotation for Services.
All amounts stated in or in relation to these Terms and Conditions and the Quotation for Services are exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant.
The Consultant shall issue invoices for the Charges to the Client on or after the invoicing dates set out in Section 7 of the Quotation for Services.
The Client must pay the Charges to the Consultant within the period of 30 days following the issue of an invoice.
The Client must pay the Charges by direct debit, bank transfer or cheque (using such payment details as are notified by the Consultant to the Client from time to time).
If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:
(a) charge the Client interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each named calendar month); or
(b) claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
The Consultant warrants to the Client that:
(a) the Consultant has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant’s rights and the fulfillment of the Consultant’s obligations under these Terms and Conditions;
(c) the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
The Client warrants to the Consultant that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable Quotation for Services. No other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.
9. LIMITATIONS AND EXCUSIONS OF LIABILITY
Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Clause 9 and elsewhere in these Terms and Conditions govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
The Consultant shall not be liable to the Client in respect of any loss of profits or anticipated savings.
The Consultant shall not be liable to the Client in respect of any loss of revenue or income.
The Consultant shall not be liable to the Client in respect of any loss of use or production.
Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
The Consultant shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.
Either party may terminate the Contract by giving to the other party not less than 30 days written notice of termination.
Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any material breach of the Contract and the breach is not remediable;
(b) the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.
Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clause 7 of these Terms and Conditions.
Except to the extent that these Terms and Conditions expressly provide otherwise, the termination of the Contract shall not affect the accrued rights of either party.
11. STATUS OF THE CONSULTANT
The Consultant is not an employee of the Client, but an independent contractor.
The termination of the Contract will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.
The Consultant will not subcontract any of its obligations under the Contract without the prior written consent of the Client, providing that the Client will not unreasonably withhold or delay the giving of such consent.
No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
These Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
These Terms and Conditions shall be governed by and construed in accordance with English law.
The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.