Working Safe and Sound Ltd & Wessex Safety Services LLP
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Standard terms and conditions for supply of training services
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During the continuance of the Agreement into which this document is incorporated (the 'Agreement'), Working Safe and Sound Ltd (WSS) shall supply and the Purchaser shall purchase subject to these WSS Training Supply Terms. Definitions in the Agreement (which Agreement includes any schedule and/or any appendix thereto) shall also apply in these WSS Training Supply Terms. In the event of any conflict between these WSS Training Supply Terms and the terms of the Agreement, the terms of the Agreement shall take precedence.\
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1. WSS Supplies, Specifications and related Prices
The Services, the Specifications, and the related Prices are set out in the quotation/Agreement and/or its Schedules (the 'Schedules').
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2. Orders
2.1. No terms or conditions endorsed on a Purchaser's order, specification, or similar document will form part of the contract between the parties. By placing an order, the Purchaser acknowledges the applicability of the WSS Training Supply Terms.
2.2. WSS and the Purchaser shall agree times and places for the performance of Services which shall generally be set out in the relevant Schedule and/or Appendix. Otherwise, WSS shall use its reasonable endeavours to perform them within a reasonable time in the circumstances.
2.3. Failure to notify of any delay shall not on its own entitle the Purchaser to terminate the contract or withhold payment against WSS's invoice. Unless otherwise agreed in writing with WSS, the Purchaser shall not be entitled to cancel any order for Services once the first performance of the Services has been performed by WSS.
2.4. Purchasers may be asked to make payment in advance for Services against WSS’s pro-forma invoice or provide a suitable credit reference or such other proof of creditworthiness as WSS LLP may require at its sole discretion before supply.
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3. Eligibility for and Outcome of Training Courses
3.1. It is the Purchaser's (employer's) responsibility to ensure that students are free from any condition which would affect their capability to undertake their chosen course, and that they have the aptitude to cope with an intensive course of study. WSS welcomes students with disabilities but it remains their employer's responsibility to ensure that they are appropriately supported in their workplace. WSS should be provided in advance (and for setting up purposes) notification of any assistance that a student is likely to need during the running of a course. If WSS decides that a student has not achieved the learning outcomes of the course and/or the assessment standard (ie. they are referred), then they will subsequently be offered a free reassessment. Any further training or coaching over and above that provided on the course may be charged for.
3.2. The Purchaser (the employer) acknowledges that if a Student arrives late for a course or is absent from any session, WSS reserves the right to refuse to accept the Student for training, if it decides in its sole discretion that the student will gain insufficient knowledge or skill in the time remaining. In all such cases, the full course fee remains payable. To conform with Health & Safety Executive (HSE) requirements/IOSH/NEBOSH and TUK/QA certificates, attendance at all sessions is mandatory.
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4. Terms of Payment
Unless subject to separate agreed arrangements, the Purchaser shall pay WSS within 30 days of the date of WSS's invoice. If the Purchaser fails to make payment on the due date, WSS shall be entitled to charge the Purchaser interest at the annual rate of 3% above the base rate of Lloyds Bank plc. Unless otherwise agreed with WSS or required by law, the Purchaser shall not be entitled to make any set off in respect of amounts due to WSS. All course fees are subject to the current rate of VAT (valid exemptions only).
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5. Confidentiality
Each party acknowledges and agrees that any and all information concerning the other's business or the terms of the Agreement including these WSS LLP Supply Terms is confidential (hereinafter referred to as 'Confidential Information') and each party agrees that it shall not permit the duplication, use or disclosure of any such Confidential Information to any person (other than its own employee, agent or sub-contractor where the same requires such information for the performance of the Agreement) unless such duplication, use or disclosure is specifically authorised in writing by the other party, or is required by the operation of Law. Confidential Information does not include information, which at the time of disclosure is generally known by the public (other than by the unauthorised act of the disclosing party). The parties shall take all reasonable steps to ensure that their employees, agents and sub-contractors keep Confidential Information confidential.
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6. Data Protection
6.1. Each party undertakes to comply at all times with the Data Protection Act 1998 (the 'DPA') to the extent it processes any personal data or sensitive personal data on behalf of the other. 'personal data' and 'sensitive personal data' shall have the meanings given in the DPA.
6.1.1. In particular, but without limitation, each party shall:
(a.) only carry out processing of such data in accordance with the other's instructions
(b.) only disclose it to or allow access to it by those of its employees (or agents or sub-contractors) who are familiar with data protection requirements and whose use of such data relates to their job or function
(c.) assist the other with all subject information requests received from data subjects.
6.1.2. For the avoidance of doubt, neither party (or its agents or sub-contractors) shall acquire any rights in any of the other’s personal data or sensitive personal data and shall only be entitled to process it in accordance with its contractual obligations. On termination of the contract each party (or its agents or sub-contractors) shall immediately cease to use the same and shall arrange for its safe return or destruction as shall be agreed with the other at the relevant time.
6.1.3. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any breach by the former of any of the undertakings given in this Clause 6.
7. Intellectual Property
7.1. Each party confirms that it owns, or has all necessary rights in the use of, all intellectual property in relation to the Services and each acknowledges that such intellectual property shall remain the property of, or the rights in the use of shall remain with, the originating party, unless otherwise agreed in writing between the authorised representatives of WSS and the Purchaser.
7.2. Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any claim by a third party in relation to ownership or use of any relevant intellectual property, provided by the other party.
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8. Force Majeure
Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Agreement if it is due to any event beyond the reasonable control and contemplation of a party to this Agreement including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies.
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9. Warranties
9.1. WSS warrants to provide Services with all the care and skill to be expected of a qualified and competent contractor experienced in undertaking services of the same kind as the Services.
9.2. If the Services performed are in breach of Clause 9.1, WSS will at its option make good the performance, re-perform the Service or refund the Purchaser the relevant Price, subject to availability and the performance being proved to be deficient to the reasonable satisfaction of WSS. These obligations will not apply where:
9.2.1. the part of the Service concerned was based on information supplied by or varied from the normal Service at the specific request of the Purchaser; or
9.2.2. the Purchaser failed to notify WSS LLP of the defect within 14 days of the supply.
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10. Consumer Protection (Distance Selling) Regulations 2000 ('the Regulations')
Where a contract with a consumer is concluded on a distance selling basis the Regulations (as amended from time to time) will apply and the Purchasing consumer will have a general right to cancel. In the case of services this will expire 14 days after booking (except for late bookings when it will expire on the date the services are commenced). Subject to the Regulations and to the foregoing, if a request is made to amend services or to cancel services, the following fees may be applied:
10.1. In the case of request for transfer:
(a) More than 4 weeks before commencement date: First transfer at no charge subsequent transfer, 25% of amount charged
(b) Between 2-4 weeks before Commencement date: 25% of amount charged
(c) Less than two weeks before Commencement date: 50% of amount charged
10.2. In the case of cancellation:
(a) More than 4 weeks before commencement date: Full Refund
(b) Between 2-4 weeks before Commencement date: 50% of amount charged
(c) Less than 2 weeks before Commencement date: 100% of amount charged
In all cases, notice of cancellation must be confirmed in writing addressed to the contact details on the booking confirmation letter.
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11. Liability
11.1. Nothing in this contract excludes or limits or attempts to exclude or limit the liability of either party for death or personal injury caused as a result of its negligence, or for fraudulent misrepresentation; or in respect of the implied warranties contained in the Supply of Goods and Services Act 1982.
11.2. Subject to Clause 11.1 WSS will be under no liability to the Purchaser whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused.
11.3. Subject to Clauses 11.1 and 11.2, WSS's aggregate liability under this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to the amount paid for the Services concerned.
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12. Notices
Any demand notice or communication may be given by hand or sent by first class prepaid post or facsimile and shall be deemed to have been duly served if delivered by hand when left at the address of the other; if given or made by prepaid first class post, 48 hours after being posted (excluding Saturday, Sunday and public holidays); if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class prepaid post to the other party within 24 hours after transmission.
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13. Freedom of Information
Where the Purchaser is a Public Authority as defined in the Freedom of Information Act 2000 ('the FOIA') it agrees to notify WSS immediately if it receives any FOIA request for information regarding WSS or its business, and it agrees to consult with WSS regarding the application of any exemptions under the FOIA in relation to such request. WSS agrees to cooperate with the Purchaser in relation to the FOIA.
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14. Disputes
In the event of a dispute concerning the Goods or Services the parties shall use their reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days, the parties shall try to agree on and implement a method of dispute resolution. If they fail to agree such method within 14 days, the parties confirm that the dispute will then become subject to the exclusive jurisdiction of the English courts.
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15. Consequences of Termination
The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
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16. Contracts (Right of Third Parties) Act 1999
The parties to the contract incorporating these conditions do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
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17. Assignment
Neither party shall be entitled to assign or transfer any of its rights or obligations without the prior written agreement of the other (which shall not be unreasonably withheld or delayed).
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18. Waiver
No failure or delay by a party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
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19. Invalidity/Severability
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect.
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20. Variation
This Agreement may only be varied or amended in writing and signed by the parties specifically referring to this clause and stating that this Agreement is varied in the manner specified.
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21. Entire Agreement
These terms and conditions, and the Agreement into which they are incorporated contain all the terms which the parties have agreed in relation to the subject matter of this Supply. Nothing in this Clause shall be taken to exclude liability for fraudulent misrepresentation.
22. No Partnership
Nothing in this Agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of this Agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.
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23. Compliance with Laws and Regulations
Each party shall observe and abide by and shall require its sub-contractors to observe and abide by all laws, regulations and by laws as may apply in relation to the matters contemplated by this Agreement.
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24. Governing Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects whatsoever of the Agreement or of any term of the Agreement will be governed by the law of England and Wales and subject to Clause 14, the courts of England and Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.
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25. Fair processing
All information that we hold concerning you will be held and processed by WSS LLP strictly in accordance with the provisions of the Data Protection Act 1998.
Such data will be used by the organisation to administer our relationship with you as a customer.
As an individual, you have a right under the Data Protection Act 1998 to obtain information from us, including a description of the data that we hold on you. Should you have any queries concerning this right, please contact our Data Protection Officer at Working Safe and Sound Ltd, 36 Runnymede Avenue, Poole, Dorset, BH11 9SE.
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Wessex Safety Services LLP (WSS LLP)
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Standard terms and conditions for supply of Health and Safety Services
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1. Definitions
1.1. In this document, the following terms are defined as: 1.1.1.
Client: the person, firm or company to which WSS LLP is to provide Health & Safety Services as named in the Health & Safety Services Agreement.
1.1.2. WSS LLP: WSS LLP Services Limited, whose registered office is at 36 Runnymede Avenue, Poole, Dorset, BH11 9SE and whose company registration number is OC400874.
1.1.3. Terms and Conditions: these standard terms and conditions of business.
1.1.4. Engagement: the contract on the Terms and Conditions between WSS LLP and the Client to provide particular Health & Safety Services to the Client following acceptance by WSS LLP of a request to provide those services using the ordering procedure.
1.1.5. Quotation issued by WSS LLP to the Client which confirms to the Client that WSS LLP has agreed to provide Health & Safety Services to the Client.
1.1.6. Force Majeure Event: an event falling within the definition set out at Clause 11.
1.1.7. Intellectual Property Rights: all patents, copyrights and design rights (whether registered or not, and all applications for any of the foregoing), and all rights of information, data, know-how or experience whether patentable or not whensoever and howsoever arising, and all renewals and extensions thereof.
1.1.8. Party: WSS LLP or the Client as the case may be.
1.1.9. Health & Safety Services: Health & Safety Services described in the Health & Safety Services Agreement and as more particularly described in an Quotation.
1.1.10. Health & Safety Services Agreement: the overall agreement between WSS LLP and the Client concerning the provision of Health & Safety Services.
1.2. Words importing the singular also include the plural and vice versa where the context requires.
1.3. Words importing persons or parties shall include firms, corporations and any other organisation having legal capacity.
1.4. The headings in the Terms and Conditions are not part of the Terms and Conditions, nor shall they be taken into consideration in its interpretation or construction.
2. Provision of Health & Safety Services
2.1. In carrying out the Health & Safety Services, WSS LLP shall exercise the reasonable care and skill to be expected of a competent provider of Health & Safety Services similar in scope, nature and complexity to the Health & Safety Services. No other warranty or representation, express or implied, shall apply under and/or in connection with the Engagement.
2.2. When any aspect of any Health & Safety Services is governed by any statutory provisions which apply specifically to those services the Client acknowledges and agrees that WSS LLP shall act in accordance with the requirements of the statutory provisions (as they apply to WSS LLP as the service provider) and the Client agrees that they shall act in accordance with the requirements of the statutory provisions (as they apply to the Client as the service recipient).
3. Fees and expenses
3.1. All fees for performance of the Health & Safety Services shall be calculated in accordance with the fee structure of the Health & Safety Services Agreement, unless agreed otherwise for a particular Engagement and specified in a quotation. WSS LLP shall be entitled to be paid the full amount of its fee even if provision of the Health & Safety Services cannot be started or completed, unless that is due to WSS LLP’s breach of the terms of the Engagement.
3.2. The Client shall reimburse to WSS LLP all expenses properly incurred by it in the performance of the Health & Safety Services, including without limitation, travel expenses, accommodation, subsistence, telephone, fax, postage, copying, photography, advertising and any other goods and Health & Safety Services purchased.
3.3. WSS LLP has the right to require payments to be made on account before commencing or completing any Health & Safety Services. In such event, the amount of the account payment shall be calculated in line with the programme for performance of the Health & Safety Services and the likely timing and amounts of expenses to be incurred.
3.4. Fees stated shall be exclusive of value added tax which, where applicable, shall be charged to the Client at the prevailing rate.
4. Payment 4.1. Invoices will be issued when provision of the relevant Health & Safety Services has been completed, unless the provision of the Health & Safety Services takes more than four (4) weeks, in which case WSS LLP may issue invoices for a rateable proportion of the fees monthly in arrears or as otherwise agreed.
4.2. Invoices shall be paid by the Client upon date of the receipt of the invoice.
4.3. All payments due to WSS LLP shall be made in sterling and without set-off or counterclaim, and free of and without deduction for any taxes, levies or duties of any description.
4.4. WSS LLP may charge the Client interest (both before and after any judgement) on the balance of any unpaid invoice, at the rate of 5% per annum over the Bank of England base rate. Such interest shall run from the due date of settlement of the invoice until the date payment of the balance is received.
5. The Client’s obligations
5.1. The Client shall pay to WSS LLP all fees, expenses and value added tax as required pursuant to Clauses 3 and 4. WSS LLP may suspend and/or cease further work on behalf of the Client in the event of non-, partial or late payment of any WSS LLP invoice.
5.2. The Client shall provide to WSS LLP all information, access to personnel and (with the Client taking all appropriate precautions to ensure the safety of WSS LLP’s personnel) access to premises reasonably required, and at the necessary times, to enable WSS LLP to carry out the Health & Safety Services.
5.3. The Client acknowledges that WSS LLP is entitled to rely upon the accuracy, sufficiency and consistency of any information supplied to it by the Client. WSS LLP shall have no liability for any inaccuracies contained in any information provided by the Client or any third party on behalf of the Client.
5.4. The Client authorises WSS LLP to speak to or meet with any other person it may need to contact in order to provide the Health & Safety Services. WSS LLP may release to such person, for the purpose of the Health & Safety Services, any information reasonably necessary to perform the Health & Safety Services and which it has obtained in connection with the Engagement. WSS LLP shall not be liable for any use subsequently made of that information.
6. Intellectual property
6.1. WSS LLP is the beneficial owner of all Intellectual Property Rights arising out of, or in connection with, the provision of the Health & Safety Services to the Client.
6.2. Subject to all payments due in connection with the Engagement having been paid, the Client shall have an irrevocable, royalty-free, non-exclusive licence to copy and use all materials created by, or on behalf of, WSS LLP (and in relation to which WSS LLP is the beneficial owner of the Intellectual Property Rights) for any purpose relating to the Engagement.
7. Documents and reliance on Health & Safety Services
7.1. The provision of the Health & Safety Services is for the Client’s benefit only. No part of any report or advice produced by WSS LLP for the Client shall be reproduced, transmitted, copied or disclosed to any third party without the prior written consent of WSS LLP, and WSS LLP shall not be liable to any third party which relies upon any such report or advice.
7.2. After completing the provision of the Health & Safety Services under an Engagement, WSS LLP shall be entitled to keep any Client papers and documents held while payments due in respect of the Engagement are outstanding. WSS LLP shall keep records of the Health & Safety Services for six (6) years after issue of WSS LLP’s final invoice, on the basis that WSS LLP shall have the Client’s authority to destroy the files upon the expiry of that period, unless the Client has beforehand requested in writing the return of Client papers or documents.
8. Confidentiality
8.1. The Client shall keep confidential and not disclose to any other person (whether before or after termination or expiry of the Engagement): (a) any information received by it in respect of the methodologies and/or technologies used by WSS LLP in providing the Health & Safety Services; (b) the details of the commercial terms on which WSS LLP provides the Health & Safety Services; and (c) any other information in respect of WSS LLP’s business activities which comes into its possession as a consequence of WSS LLP providing the Health & Safety Services and which is not publicly available.
8.2. WSS LLP shall keep confidential, and not disclose to any other person (whether before or after termination or expiry of the Engagement), any information in respect of the Client’s business activities which comes into its possession as a consequence of WSS LLP providing the Health & Safety Services and which is not publicly available.
8.3. The provisions of Clauses 8.2 and 8.3 shall not apply to either Party to the extent that disclosure is required by law or regulatory authorities or to the respective professional advisers of the Parties. 9. Professional indemnity insurance 9.1. WSS LLP shall effect and maintain, for a period of six (6) years from completion of any Engagement, professional indemnity insurance with a limit of indemnity of no less than £5 million, provided always that such insurance remains available at commercially reasonable rates.
10. Limitation of liability
10.1. WSS LLP shall not be liable for any special, indirect or consequential loss or damage (including, without limitation, loss of profits or business revenue) suffered by the Client (including as a result of an action brought by a third party).
10.2. Without prejudice to the other sub-clauses of Clause 10, where the Engagement involves WSS LLP being appointed as part of a Client project team, liability for loss and/or damage arising under, or in connection with, the Engagement shall be limited to that proportion of the Client’s loss and/or damage which it would be just and equitable to require WSS LLP to pay, having regard to the extent of WSS LLP’s responsibility for the same and on the basis that all other Client consultants and contractors shall be deemed to have provided contractual undertakings on terms no less onerous than this Clause 10.2 to the Client in respect of the performance of their Health & Safety Services in connection with the project, and that there are no exclusions of, or limitation of, liability nor joint insurance or co-insurance provisions between the Client and any other party referred to above, and on the basis they shall be deemed to have paid to the Client such proportion which would be just and equitable for them to pay having regard to the extent of their responsibility.
10.3. WSS LLP shall have no duty or liability in tort to the Client save that nothing in this Clause 10, or in the Engagement, shall exclude or restrict any liability either Party may have for death or personal injury arising out of negligence.
10.4. Notwithstanding anything to the contrary contained elsewhere in the Engagement, the total liability of WSS LLP arising under, or in connection with, an Engagement shall not exceed the lesser of £5,000,000 or four (4) times the amount of the fees paid and payable for the Engagement.
11. Force Majeure Event
11.1. Neither Party shall be in default or liable to the other Party for any matter whatsoever for any delays in performance or from failure to perform or to comply with the Terms and Conditions due to any cause beyond that Party’s reasonable control including, without limitation, acts of God, acts of government or other competent regulatory authority, telecommunications, network operators, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes and other industrial disputes (in each case, whether or not relating to that Party’s workforce).
11.2. Each Party agrees to give notice forthwith to the other upon becoming aware of a Force Majeure Event, such notice to contain details of the circumstances giving rise to the Force Majeure Event.
12. Termination
12.1. Without prejudice to any other rights or remedies that Party may possess:
12.1.1. WSS LLP may terminate the Engagement by notice immediately if the Client has failed to pay an invoice within 30 days of the final date for payment of that invoice.
12.1.2. Either Party may terminate the Engagement by notice immediately if the other Party becomes insolvent.
12.1.3. Either Party may terminate the Engagement by notice immediately if the other Party is in breach of its obligations and, where such breach is capable of remedy, the other Party fails to remedy such breach within 30 days of receipt of a notice specifying the breach.
12.2. For the purposes of Clause 12.1.2 a Party is insolvent if it enters into an arrangement, compromise or composition in satisfaction of its debts, or goes into liquidation (in either case otherwise than for the purpose of amalgamation or reconstruction), or has a winding-up or bankruptcy order made against it, or it has appointed to it an administrator or administrative receiver, or any step analogous to any of the foregoing occurs.
12.3. The expiration or the termination of an Engagement, however arising, shall not operate to affect such of the provisions of the Engagement as are expressed to operate or continue in effect after then, and shall be without prejudice to any rights or liabilities accrued at the date of such expiration or termination.
13. No waiver, partnership or joint venture
13.1. No waiver by a Party of any breach by another Party in the performance of any of its obligations under this Agreement shall operate or be construed as a waiver of any other or further breach, whether of a like or different character or be effective unless in writing, duly executed by an authorised representative of the affected Party.
13.2. The failure by a Party to insist, on any occasion, upon the performance of the terms, conditions and provisions of the Engagement, or time or other indulgence granted by one Party to another, shall not thereby act as a waiver of any breach, as acceptance of any variation, or as the relinquishment of any right under the Engagement, which shall remain in full force and effect.
13.3. An Engagement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties, or to impose any partnership obligation or liability upon either Party.
14. Entire agreement
14.1. These Terms and Conditions, together with the Health & Safety Services Agreement and Engagement Letter, shall constitute the entire agreement and understanding of the Parties as to the subject matter of the Engagement. They supersede any prior agreement or understandings between the Parties, and no variation shall be binding unless agreed in writing.
14.2. The Client expressly acknowledges that it has not been induced to enter into an Engagement by any warranty or representation or other assurance not expressly incorporated into the Health & Safety Services Agreement or Engagement Letter.
15. Severability
15.1. If any provision of the Terms and Conditions becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Terms and Conditions shall not be impaired.
16. Contracts (Rights of Third Parties) Act 1999
16.1. WSS LLP may perform any of its obligations or exercise any of its rights under the Terms and Conditions through any subsidiary or associated company of WSS LLP or any subsidiary or associated company of such holding company, but in all other respects, no term of the Engagement is intended for the benefit of a third party, and the Parties do not intend that any term of the Engagement shall be enforceable by a third party, either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17. Assignment
17.1. An Engagement shall not be assigned or transferred by either Party without the prior consent of the other, save that WSS LLP shall be entitled, by writing to the Client, to assign all or any of its rights under an Engagement to any company in the same group of companies as WSS LLP or associated with WSS LLP.
18. Notices
18.1. Any notice or other information to be given by either Party to the other under the Engagement shall be given by:
18.1.1. delivering the same by hand;
18.1.2. sending the same by pre-paid registered post; or
18.1.3. to the Party’s registered office address or, if not a company or limited liability partnership, at its place of business as recorded in the Health & Safety Services Agreement.
18.2. Any notice or information sent by post in the manner provided by Clause 18.1.2 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
18.3. Any notice or information sent by facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy is sent to the other Party within 24 hours after transmission.
19. General contract provisions
19.1. Each Party warrants that it has power to enter into the Terms and Conditions and that it has obtained all necessary consents and/or approvals to do so.
19.2. The Engagement shall inure to the benefit of, and be binding upon, the permitted successors and permitted assignees to the Parties.
19.3. Where the Client comprises two or more Parties, their liability under the Engagement shall be joint and several.
19.4. No actions or proceedings arising under, or in respect of, the Engagement shall be commenced against WSS LLP after six (6) years after the date of completion of the Engagement, or such earlier date as may be prescribed by law.
20. Dispute resolution and governing law
20.1. The Parties irrevocably submit to the exclusive jurisdiction of the English Courts, subject to the right of either Party to enforce a judgement obtained in the English Courts in any other jurisdiction.
20.2. The Terms and Conditions and Engagement
Nothing in this Agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of this Agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.
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Wessex Safety Services LLP
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TERMS AND CONDITIONS OF BUSINESS – EVENT SERVICES
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1. Interpretations
1.1 In these conditions:
“CLIENT” meant the person who accepts a quotation of Wessex Safety Services LLP for the supply of the Services or who order for the Services is accepted by
“SERVICES” means the Services which Wessex Safety Services LLP is to supply or provide in accordance with these Conditions and referred to in the Client Booking Contract usually by way of an event.
“ Wessex Safety Services LLP” means the company Wessex Safety Services LLP
“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and Wessex Safety Services LLP.
“CONTRACT” means the contract for the supply and acquisition of the Services
“WRITING” includes electronic mail, facsimile transmission and comparable means of communication.
“CLIENT BOOKING CONTRACT” means the client Booking Contract to which these Conditions are appended.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Supply
2.1 Wessex Safety Services LLP shall supply the Services to the Clients who shall purchase same in accordance with any written quotation of Wessex Safety Services LLP which is accepted by the Client or any written order of the Client which is accepted by Wessex Safety Services LLP subject to either case to these Conditions which shall govern the Contract to the exclusion of any others terms and conditions subject to which any quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Client.
2.2 No variation of these Conditions shall be biding unless agreed in Writing between the authorised representative of the Client and a Director of Wessex Safety Services LLP.
2.3 Wessex Safety Services LLP or agents are not authorised to make any representations concerning the Services unless confirmed by Wessex Safety Services LLP in Writing. In entering into the Contract the Client acknowledges that is does not rely on and waived any claim for breach of any such representations which are not so confirmed in writing.
2.4 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information used by Wessex Safety Services LLP shall be subject to correction without any liability on the part of Wessex Safety Services LLP.
3. Orders and Specifications
3.1 The Client shall be responsible to Wessex Safety Services LLP for ensuring the accuracy of the terms of any order (including any applicable specifications and Client Booking Contract) submitted by the Client and for giving Wessex Safety Services LLP all relevant information relating to the Services within a sufficient time to enable Wessex Safety Services LLP to perform the Contract in accordance with its terms.
3.2 Wessex Safety Services LLP reserve the right to make any changes in the specification of the Services which are required to conform with any applicable safety or other statutory requirements or where the Services are to be supplied to Wessex Safety Services LLP specification which do not materially affect the quality of performance.
3.3 No order which has been accepted by Wessex Safety Services LLP may be cancelled or varied by the Client expect with the agreement in Writing by a Director of Wessex Safety Services LLP and n terms that the Client shall Indemnify Wessex Safety Services LLP in full against all loss (including loss of profit) costs (including the cost of all labour and the materials used) damages charges and expenses incurred by Wessex Safety Services LLP as a result of cancellation.
3.4 Without prejudice to Clause 3.3 above, if the Client shall cancel this Contract at any time then the Client agrees to pay the following cancellation charges:
3.4.1 If the cancellation is in writing and is received 90 days prior to the date of the specified Services then the Client shall pay 25% of the Price.
3.4.2 If the cancellation is in writing and received 60 days prior to the even then the cancellation charge will be 50% of the specified Price.
3.4.3 If the cancellation is in writing and is received 30 days prior to the event then the cancellation charge will be 100% of the Specified Price.
3.5 In the event of cancellations as set out above, Wessex Safety Services LLP shall be entitled to withhold and set off any monies received from the Client (including those referred to at paragraph 5 below) against the said cancellation charges.
4. Price of the Services
4.1 The price of the Services shall be Wessex Safety Services LLP quoted price. All prices quoted are valid until price changed are bought into effect by Wessex Safety Services LLP after giving the Client due notice of price changes.
4.2 Wessex Safety Services LLP reserves the right by giving notice to the Client at any time before delivery to increase the price of the Services to reflect any increase in the cost to Wessex Safety Services LLP which is due to any factor beyond the control of Wessex Safety Services LLP (such as but without limitation foreign exchange fluctuation alteration of duties significant increase in the costs of
labour materials or other costs) and any change in delivery dates delivery locations quantities or specifications for the Services which is requested by the Client or any delay caused by an instruction of the Client or failure of the Client to give Wessex Safety Services LLP adequate information or instructions.
4.3 The price is exclusive of any applicable Value
Added Tax which the Client shall be additionally liable to pay to Wessex Safety Services LLP.
4.4 Unless otherwise stated delivery charges (if applicable) are included in any prices quoted by Wessex Safety Services LLP.
5. Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Client and Wessex Safety Services LLP the Client shall pay to Wessex Safety Services LLP 20% of the price of the Services on the acceptance of the Client Booking Contract and the balance of the price shall be paid not less than 10 working days prior to supply of Services. Time shall be of the essence with regard to the payment of the price of the Services.
5.2 If the Client fails to make any payment on the due date then without prejudice to any other right or remedy available to Wessex Safety Services LLP, Wessex Safety Services LLP shall be entitled to:
5.2.1 cancel the Contract or suspend any further deliveries to the Client.
5.2.2 appropriate any payment made by the Client to such of the Services supplied under any other contract between the Client and Wessex Safety Services LLP as Wessex Safety Services LLP may think fit (notwithstanding any purported appropriation by the Client);
5.2.3 charge the Client interest (both before and after any judgement) on the amount unpaid at the rate 8 per cent annum above Lloyds 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 means). Late payment will result in charges being applied under the 'Late Payment of Commercial Debts (Interest) Act 1998' and 'Late Payment of Commercial Debts Regulations 2013
6. Performance
6.1 Performance of the Services shall be undertaken by Wessex Safety Services LLP at the Client’s premises or if some other place for performance is agreed by Wessex Safety Services LLP, by Wessex Safety Services LLP performing the Services at that place.
6.2 Any dates and/pr times quoted for performance of the Services are approximate only and Wessex Safety Services LLP shall not be liable for any delay in the performance of the Services howsoever caused.
7. Warranties and Liability
7.1 Subject to the conditions set out below Wessex Safety Services LLP warrants that the Services will be provided using reasonable care and skill and will correspond with their specification at the time of performance.
7.2 The above warranty is given by Wessex Safety Services LLP subject to the condition that Wessex Safety Services LLP shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Services has not been paid by the due date for payment.
7.3 Subject as expressly provided in these Conditions all other warranties conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
7.4 Expect in respect of death or personal injury caused by Wessex Safety Services LLP negligence Wessex Safety Services LLP shall not be liable to the Client by reason of any representation or implied warranty condition or other term or any duty at common law or under express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Wessex Safety Services LLP its employees or agents or otherwise) which arise out of or in connection with the supply of the Services.
7.5 Wessex Safety Services LLP shall not be liable to the Client or be deemed to be in breach of the Contact by reason of any delay in performing or any failure to perform any of G3 Event’s obligations in relation to the Services if the delay or failure was due to any cause beyond G3 Event’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Wessex Safety Services LLP reasonable control:
Act of God explosion flood tempest fire or accident;
7.5.2 War or threat of war sabotage insurrection civil disturbance or requisition;
7.5.3 Acts restrictions regulations bye-laws prohibitions or measure of any kind on the part of any governmental or parliamentary authority;
7.5.4 Strikes lock-outs of any other industrial actions or trade disputes (whether involving employees of Wessex Safety Services LLP or of other third parties);
7.5.5 Difficulties in obtaining raw materials fuel parts or machinery;
7.5.6 Power failure or breakdown in machinery;
7.6 In the event of Wessex Safety Services LLP having to make changes to the specification of the Services due to reasons beyond its reasonable control Wessex Safety Services LLP shall be entitled to supply alternative Services providing they are of equal statue.
8. Insolvency of Client
8.1 This clause applied if:
8.1.1 the Client makes any voluntary agreement with its creditors or becomes subject to an administration order or (being an individual or firm) become bankrupt (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
8.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Client or
8.1.3 the Client ceases or threatens to cease to carry on business or
8.2 Wessex Safety Services LLP reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Cline accordingly.
8.3 If the clause applied then without prejudice to any other right or remedy available to Wessex Safety Services LLP, Wessex Safety Services LLP shall be entitled to cancel the Contract without any liability to Wessex Safety Services LLP and if the Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any pervious agreement or arrangement to the contrary.
9. General
9.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party as it registered office or principal place of business or such other address as may at the relevant time have notified pursuant to this provision to the party giving the notice.
9.2 No waiver by Wessex Safety Services LLP of ay breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in the whole or in part of the validity or the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
9.4 The Contract shall be governed by the law of England and Wales and the partied agree to jurisdiction of the Courts of England and Wales.
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