1. Interpretation

1.1 In these Conditions the following definitions apply:

Business day – a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business

Charges – the charges payable by the Client for the supply of Services or products

Client/Costomer – means the party who purchases or agrees to purchase the Services or products identified in the Quotation or proposal documents supplied by the Consultant, whether for themselves or on behalf of another

Company – shall mean SG Safety Group Ltd (Safety Group)

Conditions – these terms and conditions as amended from time to time in accordance with clause 15.2

Consultant- a company registered in England and Wales with company number 8682635 having its registered office at 57 East Busk Lane, Otley, LS21 1SZ

Contract/Agreement – the contract/Agreement between the Consultant and the Purchaser for the supply of the Services or products in accordance with these Conditions and the Quotation/Proposal

Documents – any and all drawings, specifications, technical know-how, emails, correspondence, plans, reports, models, presentation materials, brochures, guides, course notes, training materials, promotional materials etc. prepared by or on behalf of Consultant

Force Majeure- means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, Epidemic, Pandemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay;

Intellectual Property Rights– means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a)        whether registered or not;

(b)        including any applications to protect or register such rights;

(c)        including all renewals and extensions of such rights or applications;

(d)        whether vested, contingent or future;

(e)        to which the relevant party is or may be entitled, and

(f)         in whichever part of the world existing;

Premises – the Client’s premises at which the Services or products may be provided

Purchase Order – the order placed by the Client setting out its requests for Services. Where organisations do not operate a purchase order confirmation in writing by email or other means is accepted.

Quotation/Proposal – the quotation, Proposal, tender submission or any other like document (in whichever form) produced by the Consultant and issued to the Client. The quotation shall remain open for the period expressly stated within it. As a default, the quotation shall remain open for the period of 30 days unless otherwise stated.  The Consultant reserves the right to amend or withdraw the offer.

Services – the services to be supplied by the Consultant to the Client, as set out in the Quotation document defining the scope of services to be provided.

Products – the Products to be supplied by the Consultant to the Client, as set out in the Quotation document.

Training Materials– all manuals, guidebooks, course books and materials, supplied by the Consultant in the course of their supply of the Services

1.2 The masculine includes the feminine and the neuter and vice versa.

1.3 The singular includes the plural and vice versa.

1.4 In these conditions, a reference to writing or written includes faxes and emails.

1.5 Clause headings shall not affect the interpretation of these Conditions.

1.6 A reference to any statute, enactment, order, regulation or other similar instruments shall be constructed as reference to the statute, enactment, order, regulation or instrument as amended from time to time.

2. Basis of Contract

2.1 These Conditions apply to and form part of the Contract between the Consultant and the Client. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Client’s Purchase Order, conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Consultant otherwise agrees in writing.

2.3 No variation of these Conditions or to a Purchase Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Consultant.

2.4 Each Purchase Order by the Client to Consultant shall be an offer to purchase Services or Products subject to these Conditions.

2.5 A Purchase Order may be withdrawn or amended by the Client at any time provided that notice in writing of such withdrawal or amendment by the Client is received by Consultant before acceptance by the Consultant. If the Consultant is unable to accept a Purchase Order, it shall notify the Client as soon as reasonably practicable.

2.6 A Contract shall only come into existence when the Client issues to the Consultant a Purchase Order confirming details of the Services and the Purchase Order has been accepted by the Consultant.

2.7 In the event that the Client shall not have issued the Purchase Order but has acquiesced in the Consultant starting work in relation to the provision of the Services, a legally binding contract shall be deemed to have come into effect.

2.8 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Consultant which is not set out in the Contract.

2.9 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by custom, practice or course of dealing.

2.10 Each provision of this Contract is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in these circumstances be deemed not to form part of this Contract, but the validity, legality and enforceability of all other provisions of this Contract shall not otherwise be affected or impaired, it being the parties intention that every provision of this Contract shall remain valid and enforceable to the fullest extent permitted by law.

2.11 This Contract shall be governed and constructed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English and Welsh courts.

3. Supply of Services

3.1 the Consultant shall supply the Services to the Client in accordance with these terms and conditions, the Quotation/Proposal and any Services Agreement.

3.2 the Consultant shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Services, on the basis that the Client agrees to bear the costs of any additional works reasonably required to be undertaken at the Consultant’s standard rates or such rates as otherwise agreed in writing.

3.3 the Consultant warrants to the Client that the Services will be provided using reasonable care, skills and diligence to the standards of a reasonably qualified and competent provider of the Service. the Consultant shall not, however, be liable for any damage to services and structures that are not disclosed to Safety Group’s attention or are not located as shown on any plans which are provided to the company.

3.4 Time of performance of the Services is not of the essence. the Consultant shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.

3.5 the Consultant shall not be liable for any delay in or failure of performance caused by:

3.5.1    the Client’s failure to: (i) make the Premises available, (ii) prepare the Premises in accordance with the Consultant’s instructions or as may be required for performance of the Services or (iii) provide the Consultant with adequate instructions for performance or otherwise relating to the Services;

3.5.2    Force Majeure.

4. Warranty

4.1 the Consultant warrants that the Services shall:

4.1.1    conform in all material respects to their description and the Quotation;

4.1.2    be free from material defects;

4.1.3    be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13;

4.1.4    be fit for purpose and any purpose held out by Safety Group and set out in the Purchase Order and/or Quotation; and

4.1.5    , in the case of media on which the results of the Services are supplied, be free from defects in material and workmanship and of satisfactory quality within the meaning of the Sale of Goods Act 1979.

4.2 The Client warrants that it has provided the Consultant with all relevant, full and accurate information as to the Client’s business and needs as required by Safety Group to perform the Services.

4.3 the Consultant shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 4.1, provided that:

4.3.1    the Client serves a written notice on the Consultant not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and

4.3.2    such notice specifies that some or all of the Services do not comply with clause 4.1 and identifies in sufficient detail the nature and extent of the defects; and

4.3.3    the Client gives the Consultant a reasonable opportunity to examine the claim of the defective Services.

4.4 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

4.5 Except as set out in this clause 4:

4.5.1    the Consultant gives no warranties and makes no representations in relation to the Services; and

4.5.2    shall have no liability for their failure to comply with the warranty in clause 4.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

4.6 The Client shall be entitled to exercise its rights under clause 4 notwithstanding that the Services were not rejected following any initial inspection.

5. Client’s Obligations

5.1 The Client shall:

5.1.1 Ensure prompt provision of resources, including decisions, information, documentation and access to personnel, records and premises as required in order to enable the Consultant and its agents and employees to provide the Service in accordance with the Contract

5.1.2 Co-operate with the Consultant in all matters relating to the Services;

5.1.3 ensure a safe working environment at the Premises for the Consultant, its agents and employees; and ensure in the interest of health and safety that the Consultant’s personnel, while on the Premises for the purpose of carrying out the Services have access at all times to a member of the Client’s staff familiar with the Premises and the safety procedures.

5.1.4 Provide the Consultant with such information and materials as the Consultant may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respect

5.1.5 Keep and maintain all equipment, documents and other property of the Consultant which is at any time on the Client’s premises in safe custody at its own risk and in good condition until returned to the Consultant, and not dispose of or use the Consultant property other than in accordance with the Consultant written instructions or authorisation

5.1.6 Wherever possible, provide a suitable vehicle parking facility for use by the Consultant personnel which is free from any legal restrictions and immediately close to the location at which equipment is being installed and/or Services provided

5.1.7 Hereby acknowledges that the Services provided by the Consultant in accordance with this contract will not absolve the Client from any obligations, including statutory obligations

5.2 If the Consultant performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Purchaser to perform any relevant obligation (Purchaser Default):

5.2.1 the Consultant shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Purchaser Default, and to rely on the Purchaser Default to relieve it from the performance of any obligations to the extent the Purchaser Default prevents or delays the Consultant’s performance of its obligations;

5.2.2 the Consultant shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Consultant’s failure or delay to perform any of its obligations by reason of a Purchaser Default; and

5.2.3 The Client shall reimburse the Consultant on written demand for any costs or losses sustained or incurred by the Consultant arising directly or indirectly from the Purchaser Default.

6. Charges and Payment

6.1 The Charges for the Services shall be as set out in the Quotation/Proposal.

6.2 the Consultant shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Consultant engages in connection with the Services including, but not limited to, travelling expenses, accommodation costs, subsistence and any associated expenses.

6.3 the Consultant shall invoice the Client at any time after the Contract has come into force.

6.4 The Client shall pay each invoice submitted by the Consultant:

6.4.1 Within 30 days of the date of the invoice unless otherwise agreed by the Consultant

6.4.2 in full and in cleared funds to the Consultant’s bank account, details of which will be set out on the invoice

6.5 Time for payment shall be of the essence of the Contract.

6.6 Emergency attendance on site (with less than 7 days’ notice) will incur an additional charge of 25% in addition to the total value of works.

6.7 All amounts payable by the Client under the Contract are exclusive of value added tax chargeable for the time being (VAT) which shall be payable in addition, if applicable.

6.8 If the Client fails to make any payment due to the Consultant under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 8% APR above Bank of England’s base rate from time to time and a compensation fee as set out by government. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount and compensation.

6.9 The Client shall pay all amounts due under the Contract in full without any set-off, counter-claim, deduction or withholding (except for any deduction or withholding required by law). the Consultant may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Consultant to the Client.

7. Intellectual Property Rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services are and shall be owned by the Consultant.

7.2 All Intellectual Property Rights in or arising out of or in connection with the Training Materials provided by the Consultant are and shall be owned by the Consultant. The Client and their delegates at any courses are licensed to use them when attending any course, as well as to use them as a record of information, provided that only the delegates or other staff of the Client may make use of them. All rights under this Contract to the training materials are licensed, not sold, to the Client. The Client may not alter the Training Materials and has no rights in them other than as provided in this Contract.

7.3 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Consultant obtaining a written licence from the relevant licensor on such terms as will entitle the Consultant to license such rights to the Client.

7.4 All Training Materials are the exclusive property of the Consultant. Except as expressly set out in these terms, the Client undertakes (and undertakes to procure that its employees or any other delegate attending a course on its behalf or on its account so undertakes):

7.4.1 Not to copy any of the Training Materials except where such copying is incidental or necessary for the purposes of completing the relevant course;

7.4.2 Not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Training Materials

7.4.3 Not to alter, or modify, the whole or any part of the Training Materials, nor permit the training materials or any part of them to be combined with, or become incorporated into, any other materials;

7.4.4 To supervise and control use of the Training Materials and ensure that they are used by its employees and representatives only in accordance with the terms of this Contract;

7.4.5 To include the copyright notice of the Consultant on all permitted entire and partial copies it may make of the Training Materials on any medium;

7.4.6 Not to provide or otherwise make available the Training Materials in whole or in part, in any form to any person without prior written consent from the Consultant.

7.5 The Client hereby grants the Consultant a royalty-free, non-exclusive and irrevocable licence to copy and use any material provided by the Client for all reasonable purposes related to the Services. 7.6 The Client shall not use the any of the deliverables resulting from the Services for any purpose whatsoever other than as necessary to receive the Service.

8. Confidentiality

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or sub-contractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and sub-contractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure under the Contract, and shall ensure that such employees, agents and sub-contractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any government or regulatory authority or by a court of competent jurisdiction. This clause 8 shall survive termination of the Contract.

9. Limitation of liability

9.1 Nothing in these Conditions shall limit or exclude the Consultant’s liability for:

9.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

9.1.2 Fraud or fraudulent misrepresentation; or

9.1.3 Any other losses which cannot be excluded or limited by applicable law.

9.2 the Consultant shall not be liable under, or in connection with, this Contract or any collateral contract for:

9.2.1 Loss of income;

9.2.2 Loss of profits or contracts;

9.2.3 Business interruption;

9.2.4 Loss of production

9.2.5 Loss of the use of money or anticipated savings;

9.2.6 Loss of savings, discount or rebate (whether actual or anticipated)

9.2.5 Loss of information;

9.2.6 Loss of opportunity or damage to goodwill or reputation;

9.2.7 Loss of, damage to or corruption of data; or

9.2.8 Any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

9.3 Subject to Clause 9.2 above, without prejudice to the reminder of this clause, the Consultant shall be liable to the Client for such direct losses as are attributed directly to its defective work, limited to an aggregate amount equivalent to ten times the value of the Services provided.  The Consultant’s maximum aggregate liability under or in connection with this agreement or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to £5,000,000.  Safety Group shall have no further liability to the Client, its servants or agents in connection with the Work.

9.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.5 This clause 8 shall survive termination of the Contract.

10. Notice by Purchaser to Cancel Services

10.1 The Client/Customer may give notice in writing at any time that it does not wish to proceed with the Services provided always that the Consultant has not to provide the Services pursuant to the Contract.  If the Consultant has begun to provide the Services the full Charges shall be due and payable by the Customer/Client.

10.2 The following refunds will be made in the event of notice being given under Clause 10.1:

10.2.1 If the Customer gives to the Consultant 7 days or more notice prior to the agreed commencement date for the Services a full refund of the Charges shall be made, less any irrecoverable disbursements already incurred by the Consultant.

10.2.2  If the Customer gives to the Consultant 5 days or more notice prior to the agreed commencement date for the Services 50% refund of the Charges shall be made, less any irrecoverable disbursements already incurred by the Consultant

10.2.3 If the Customer gives to the Consultant 2 days or more notice prior to the agreed commencement date for the Services 25% refund of Charges shall be made, less any irrecoverable disbursements already incurred by the Consultant

10.2.4 If the Customer gives to the Consultant less than 48 hours notice prior to the agreement commencement date for the Services then no refund shall be made.

11. Termination by consultant

11.1 the Consultant may terminate this Contract immediately by written notice to the Client if:

11.1.1 The Client has failed to pay any amount due under the Contract on the due date

11.1.2 The Client commits a material or persistent breach of the Contract and/or these Conditions which it fails to remedy (if remediable) within 14 days after the service of written notice requiring it to do so; or

11.1.3 The Client becomes insolvent or unable to pay its debts (within the meaning of applicable provisions of the Insolvency Act 1986), makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its inability to pay its debts, enters into administration or liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has an administrative receiver appointed or a receiver, manager, trustee or similar person is appointed over the whole or any part of its assets or if there are proposals for it to close or cease to operate.

12. Termination by client

12.1 the Client may terminate a services Contract/Agreement or retainer at any time by providing 3 months written notice to the Consultant. Written notice for products or services of an ad hoc nature are covered by clause 10. Should a retained services agreement be entered into the following shall apply:

The Client upon giving notice is liable for the following:

12.1.1 The total sum agreed for the initial term of the contract becomes payable immediately upon receipt of the notice of termination being received.

12.1.2 If the Client is in a rolling 12-month period after the initial term has expired the total sum for the 12-month period that the Client is in becomes due immediately upon receipt of the notice of termination.

13. Consequences of Termination

13.1 On termination of this agreement by the Consultant for any reason:

13.1.1 The Client shall immediately pay to the Consultant all of the Consultant’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Consultant shall submit an invoice, which shall be payable by the Client immediately on receipt;

13.1.2 The Client shall return all the Consultant property, If the Client fails to do so, then SAFETY GROUP may enter the Client’s Premises to recover its property. Until the Consultant’s property has been returned to it, the Client shall be solely responsible for its safe keeping and will not use it for any purpose unconnected with the Contract;

13.1.3 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

13.1.4 Clauses which expressly or by implication survive termination shall continue in full force and effect.

14. Dispute resolution

14.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 12.

14.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

14.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

14.3.1  within 7 days of service of the notice, the contract managers or other equivalent person of the parties shall meet to discuss the dispute and attempt to resolve it.

14.3.2  if the dispute has not been resolved within 7 days of the first meeting of the contract managers, then the matter shall be referred to the managing directors (or persons of equivalent seniority). The managing directors (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.

14.4 The specific format for the resolution of the dispute under clause 12.3.1 and, if necessary, clause 14.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

14.5 If the dispute has not been resolved within 14 days of the first meeting of the managing directors (or equivalent) under clause 12.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

14.6 Until the parties have completed the steps referred to in clauses 12.3 and 12.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

15. Assignment and other Dealings

15.1 the Consultant may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Contract and may sub-contract or delegate in any manner any or all of its obligations under the Contract to any third party or agent

15.2 The Client shall not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract.

16. Notices

16.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party might have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

16.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.1; if sent by pre-paid first class post or other next working day delivery service, at 9am on the second business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

16.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. Waiver and Variation

17.1 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy.

17.2 Except as set out in these conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Consultant.

18. No Partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

19. Third party rights

19.1 Except as expressly provided for in clause 17.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

19.2 Any Affiliate of the Consultant shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

20. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

21. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).