Terms & Conditions

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance by way of a Booking Confirmation, at which point and on which date the Contract shall come into existence (Commencement Date). Where the Booking Confirmation is different to the Order, the
amendments shall be deemed to have been accepted by the Customer 24 hours after submission of the Booking Confirmation to it, and the Commencement Date shall be adjusted accordingly.

2.3 The Booking Confirmation takes precedence over any other communications (including the Order) between the Customer and the Supplier, unless agreed by both parties in writing.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

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

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Booking Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the 3 amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4.1 The Customer shall:

4.1.1 ensure that the terms of the Order and any information provided in the Specification are complete and accurate;

4.1.2 co-operate with the Supplier in all matters relating to the Services, including providing all requested information (including without limitation completing pre-visit questionnaire) fully, accurately and when requested;

4.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;

4.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all respects;

4.1.5 prepare the Customer’s premises for the supply of the Services to a standard that ensures the safety of the Supplier, its employees, agents, consultants and subcontractors;

4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

4.1.8 comply with any additional obligations as set out in the Specification.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

4.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its
obligations;

4.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

4.3 Without prejudice to the generality of clause 4.2, if a site visit to prepare a report is cancelled without at least 24 hours’ notice (or if access cannot be gained on attendance or cancellation of a report is made after attendance but before receiving our report), the Supplier will be entitled to charge the Customer 50% of the price set out in the Booking Confirmation by way of cancellation fee alongside terminating the Contract.

5.1 The Customer shall pay for the Services in accordance with this Clause 5, save where the Supplier (in its absolute discretion) requires some of all of the price to be paid earlier, and confirms the same in the Booking Confirmation.

5.2 The Supplier may invoice the Customer for the price of the Service plus VAT at the prevailing rate (if applicable) on or at any time before delivery of the Report (less any amount set out as an advance payment in the Contract, which may be invoiced at any point after the Commencement Date). The
Supplier shall ensure that the invoice includes the invoice number, the contract number and the Supplier’s VAT registration number.

5.3 The Customer shall pay invoices in full in cleared funds on the date of receipt of the invoice (save where different terms are set out in the Contract). Payment shall be made to the bank account stated on the invoice or otherwise nominated in writing by the Supplier, or by card payment via the link on the invoice. Any queries or challenges in respect of an invoicemust be made within 7 days of submission of the invoice to the Customer, failing which the invoice shall be deemed to have been accepted by the Customer.

5.4 The Supplier shall be entitled to withhold the Report until payment of the invoice has been received in full and cleared funds to the bank account stated on the invoice or otherwise nominated in writing by the Supplier.

5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier or its licensor(s).

6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Report (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Report.

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royaltyfree, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer

The parties shall comply with all applicable requirements of the Data Protection Legislation. If the Customer breaches its obligations under the Data Protection Legislation, it shall indemnify the Supplier from and against any resulting losses or liabilities

PARTICULARLY DRAWN TO THIS CLAUSE

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.

8.3 Nothing in this Contract limits or excludes any liability to the extent that such liability cannot legally be limited or excluded.

8.4 Subject clause 8.3 the Supplier shall have no liability to the Customer for any of the following:

8.4.1 loss of profits or revenue;

8.4.2 loss of sales or business;

8.4.3 loss of contracts or opportunity;

8.4.4 loss of anticipated savings;

8.4.5 loss of use or corruption of software, data or information;

8.4.6 loss of or damage to goodwill; and

8.4.7 indirect or consequential loss arising under or in connection with the Contract.

8.5 Subject to clause 8.3, the Supplier’s aggregate liability to the Customer arising out of or relating to the Contract and/or the Services shall not in any circumstances exceed the price set out in the Booking Confirmation;

8.6 Where the Customer is procuring the Services on behalf of, or for the benefit of, any other person or persons (each such person being an End User), then the Customer shall indemnify the Supplier and hold it harmless from and against any liability to such End User which:

8.6.1 Is in duplication of liability also owed to the Customer arising out of or relating to the Contract and/or the Services; or

8.6.2 Is in excess of the liability that would be owed to the Customer arising out of or relating to the act(s) or omissions(s) giving rise to the relevant liability to the End User.

8.7 The Services and Report are advisory in nature. The Supplier has no responsibility whatsoever to procure or verify the performance of any repair, maintenance or other requirements or recommendations set out in a Report.

8.8 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, any implied terms as to quality or similar are, to the fullest extent permitted by law, excluded from this agreement.

8.9 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become,
aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.10 This clause 8 shall survive termination of the Contract

9.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer 3 days’ written notice.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

9.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;
9.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

9.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

9.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment;

9.3.2 there is a change of Control of the Customer; or

9.3.3 upon attendance at site it becomes apparent that the work required is significantly different to what was anticipated by the Supplier when issuing the Booking Confirmation.

9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

9.4.1 the Customer fails to pay any amount due under the Contract or any other contract between the Supplier and the Customer on the due date for payment;

9.4.2 the Customer becomes subject to any of the events listed in clause 9.2.3 or clause 9.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
9.4.3 the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2.2.

9.5 Without affecting any other right or remedy available to it, either party may notify the other at any time more than one clear Business Day prior to the scheduled date of a site visit that it can no longer accommodate the visit. The parties will discuss in good faith with a view to agreeing a revised date,
but either party may, prior to such agreement, notify the other that it does not wish to proceed. In such circumstances, the Contract shall be deemed to have been terminated without liability to either party

10.1 On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt (including where applicable a cancellation fee as set out in clause 4.3).

10.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

11.2.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

11.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

11.3 Confidentiality.

11.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.

11.3.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

11.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing by the parties (or their authorised representatives).

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

11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.8 Non-solicitation. The Customer either on its own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of twelve months from, from the performance of the Contract, shall not solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any employee, agent, consultant and subcontractor of the Supplier who has worked on the services provided under the Contract.

11.9 Notices.

11.9.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to info@fireriskassessments.com for the Supplier or any email address included in the pre-visit questionnaire for the Customer.

11.9.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

11.9.3 This clause 11.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution

11.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

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

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