Terms and Conditions

Below are the T&C’s for purchasing items via the Safety Management Consultancy website. Please read through the T&C’s relevant to the item you are purchasing online.

 

Classroom-based Training Course

Fees

All fees are payable in advance and at least 28 days before commencement of the course. We reserve the right to exclude the delegate from the course if the payment is not received on time. Bookings are only provisional until payment is received. Fees quoted are correct at the time of publication and every effort will be made to maintain course fees, however SMC Ltd reserves the right to change the fees where necessary.

 Cancellations

SMC Ltd reserves the right to alter the content, lecturers, timing and venue of the course for reasons beyond the control of SMC. In the event of cancellation, delegates will normally be transferred to the next available course. Where this is not suitable we will make a full refund but hereby disclaim any further liability.

If the client wishes to cancel or transfer a booking SMC reserves the right to apply the following charges depending on timescale the transfer or cancellation is made. Cancellations will need to be made in writing. Substitutes for the original delegates may be made at any time, however SMC reserves the right to charge a £35 administration.

 

On-line Courses/ E-learning

 

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Consultancy Services

TERMS AND CONDITIONS

  1. Definitions and Interpretations
    • In this Agreement where the context admits

“Affiliate” means in respect of any Company, a Company which is its subsidiary or holding Company or a Company which is also a subsidiary of that holding company

‘Commencement Date’ means the date on which this Agreement comes into force pursuant to Clause 3 below.

“Confidential Information” means information which is secret or confidential relating to any person, firm or Company and includes without limitation information relating to the costs of operation or production costs or sales pieces or purchase costs of any goods or services (other than information about costs or prices contained in any published price list, sales volumes, names and addresses of all former and existing customers, and any trade secrets.

“Facilities” means all property and equipment belonging to the Company and designated to be kept at the company’s registered office or at a location agreed between the Company and the Supplier.

“Intellectual Property” means patents, trademarks, service marks, rights (whether registered or unregistered) in any designs, applications for any of the foregoing, trade or business names and copyrights.

“Performance Levels/Standards” means any performance levels agreed as part of the agreement but listed separately and signed off by the Company and the Supplier.

“Premises” means the Premises described in Sub-Clause 3.3 below or such other Premises as may be notified from time to time by the Supplier to the Company and accepted by the Company;

“Restricted Information” means, in relation to either party, information, which is disclosed to that party by the other party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

“Services” means the services to be provided by the Supplier to the Company as set out in the Service Level Schedule.

“Working Day” means every Monday, Tuesday, Wednesday, Thursday and Friday that is not a bank or public holiday.   Between the normal office hours of 09.00 to 17.00.

“Additional Work” means any agreed work over and beyond that which is outlined in the Service Agreement “Additional Work” is said to be agreed following confirmation via email or via written confirmation.

1,2 Unless the context otherwise requires, each reference in this Agreement to:-

1.2.1 “writing” and any cognate expression, includes a reference to any communication effected by electronic mail, telex, facsimile transmission or similar means;

1.2.2  a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.4 “this Agreement” is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time;

1.2.5 a clause or paragraph is a reference to a Clause of this Agreement or a paragraph of the relevant Schedule

1.3 In this Agreement:-

1.3.1 Any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;

1.3.2 any reference to a person includes anybody corporate, unincorporated association, partnership or any other legal entity;

1.3.3 words importing the singular number include the plural and vice versa; and

1.3.4 words importing any gender include any other gender.

1.4 The headings in this Agreement are for convenience only and shall not affect its interpretation.

  1. Provision of the Services

2.1 The supplier shall throughout the continuance of this Agreement provide the Services to the Company and the Company shall promptly obtain, maintain and make available all necessary assets, equipment, premises, vehicles, personnel, capital and other facilities required for the provision of Services.

2.2 The Supplier shall provide the Services described in the Services Level Schedule at the Company’s premises or as otherwise agreed by the parties.

2.3 In the event that the Supplier commits any breach of any of the terms and conditions of this Agreement by failing to provide any of the Services or commits any breach which otherwise adversely affects the provision of the Services, the Supplier has the right to remedy such breach within 30 days of written notice from the Company.

  1. Company’s Obligations

3.1 The Company shall allow the Supplier and its personnel access at all reasonable times to the Premises for the purpose of providing the Services.

3.2 The Company shall provide the Supplier with such technical advice in connection with the performance of the Services as the Supplier may from time to time reasonably require and provide the Supplier with all the necessary literature, books and other material which the Company requires to be observed.

3.3 The Company shall provide the Supplier with any information reasonably required before the commencement of the Services.

3.4 The Company and the Supplier shall each use reasonable endeavours to keep each other informed of any special requirements (including statutes and codes of good practice) applicable to the carrying out of the Services.   To the extent necessary and appropriate, the Supplier shall promptly take steps to comply with such special requirements.   These steps shall not give rise to any increase in the fees payable pursuant to Clause 4 below, but if they give rise to a reduction in the actual cost to the Supplier of providing the relevant Service or Services then the fees payable pursuant to Clause 4 below shall be reduced accordingly.

3.5 In the event that the Company or any third party, not being a subcontractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under the Agreement, then the supplier shall notify the Company as soon as possible and the Supplier will have no liability in respect to any delay in the provision of the service.

  1. Payments and Records

4.1 The Company shall pay the Supplier in accordance with the provisions of the Service Level Schedule for the Services provided by the Supplier in accordance with the terms of this Agreement.

4.2 All sums payable by either party pursuant to this Agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that party shall be additionally liable.

4.3 All payments required pursuant to the standing order mandate outlined in the schedule.

4.4 All additional payments required to be made pursuant to this agreement by either party shall be made within 14 days of the date of the relevant invoice in Sterling in cleared funds to such bank as the other party may from time to time nominate without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.

4.5 If either party is   by law to make any tax deduction or withholding in relation to any payment which it is required to make pursuant to this Agreement, it shall do all things in its power which may be necessary to enable or assist the party to whom the payment is due to claim exemption from or (if that is not possible) a credit for that deduction or withholding under any applicable double taxation or similar agreement from time to time in force, and shall from time to time give the party to whom the payment is due proper evidence as to the deduction or withholding and payment over the tax deducted or withheld.

4.6 Where any payment pursuant to this Agreement is required to be made on the next following Business Day.

4.7 Each party shall:-

4.7.1 keep procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable by it pursuant to the Agreement to be accurately calculated;

4.7.2 at the reasonable request of the other party, allow the other party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them; and

4.8 If either party fails to pay on the due date any amount which is payable to the other pursuant to the Agreement then without prejudice to clause 5.4, that amount shall bear interest from the due date until payment is made in full, both before and after any judgement, at 8 per cent per annum over the Bank of England base rate from time to time.

  1. Duration and Termination

5.1 This Agreement shall commence upon the Commencement Date as given on the Agreement and shall continue for a minimum period of 12 months and shall thereafter automatically be renewed for a further minimum period of 12 months on each anniversary of the Commencement Date subject to the following provisions

5.2 Either party shall have the right, exercisable by giving not less than 30 day’s written notice to the other not to continue this agreement beyond the stated period.   Should this right not be exercised then the agreement shall thereafter automatically be renewed for a further minimum period of 12 month on each anniversary of the commencement date.

5.3 Either party may forthwith terminate this Agreement by giving written notice to the other party if:-

5.3.1 any sum owing to that party by that other party under any of the provisions of this Agreement is not paid within 14 days of the due date for payment.

5.3.2 the other party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy fails to remedy it within 90 days after being given written notice giving full particulars of the breach and requiring it to be remedied;

5.3.3 an encumbrance takes possession, or where the other party is a company, a receiver is appointed, of any of the property or assets or that other party;

5.3.4 that other party makes any voluntary arrangement with its creditors or, being a Company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

5.3.5 that other party, being an individual or firm, has a bankruptcy order made against it or, being a Company, goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the Company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);

5.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party;

5.3.7 that other party ceases, or threatens to cease, to carry on business; or

5.3.8 Control of that other party is acquired by any person or connected persons not having control of that other party on the date of this Agreement.

5.4 For the purposes of Clause 5.3.2 a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects.

5.5 The rights to terminate this Agreement given by this Clause 5 shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

  1. Effects of Termination

6.1 Upon the termination of this Agreement for any reason:-

6.1.1. any sum owing by either party to the other under any of the provisions of this Agreement shall be immediately payable:-

6.1.2 Clauses 1,8, 11 and 12 shall remain in effect;

6.1.3 any rights or obligations to which any of the parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect; and

6.1.4 termination shall not affect or prejudice any right to damages or other remedy, which the terminating party may have in respect of the event giving rise to the termination, or any other right to damages or other remedy which any party may have in respect of any breach of this Agreement which existed at or before the date of termination.

6.1.5 subject as provided in this Clause 6, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.

6.2 the costs agreed and shown in the Service Level Schedule are based upon a minimum of a twelve(12) months contract and payment through a standing order.   If the standing order is cancelled by The Company then the balance of the contract becomes due.

It is the responsibility of the Company to ensure that their nominated bank both set’s up and pays the agreed standing order.   Should the standing order not be paid in two consecutive calendar month’s and/or in two months of any contracted year; an invoice will be issued for the full balance of the contract.   In such an event an administration fee of £100 will be applied.   All invoices will be subject to VAT at the normal rate.

6.3 the supplier reserves the right to make changes in line with the law for any late payment.

6.4 each party shall (except to the extent referred to in Clause 8.3) forthwith cease to use, either directly or indirectly, any Restricted Information, and shall forthwith return to the other party any documents in its possession or control which contain or record any Restricted Information.

  1. Information and Access

7.1 The supplier agrees that the Company and/or its agents shall be entitled throughout the continuance of this Agreement (after giving 48 hours prior notice) to have access during normal business hours to:

7.1.1 any of its books if account, financial or other records which relate to the provision of the Services or any other matter relevant to this Agreement; and

7.1.2 any premises under the control of the supplier for the purpose of making any enquiries of any kind relating to the provision of the Services or any other matter relevant to this Agreement.

  1. Confidentiality

8.1 Each party undertakes that, except as provided by Clause 8.3 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for one year after its termination;-

8.1.1 keep confidential all Restricted Information

8.1.2 not disclose any Restricted Information to any other person;

8.1.3 not use any Restricted Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

8.1.4 not make any copies of, record, in any way or part with possession of any Restricted Information; and

8.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of sub-clauses 8.1.1-4 above.

8.2 Either party may:-

8.2.1 disclose any Restricted Information to:-

8.2.1.1 any sub-contractor or Supplier of that party;

8.2.1.2 any governmental or other authority or regulatory body; or

8.2.1.3 any employee or officer of that party or of any of the aforementioned persons;

To such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that party first informing the person in question that the Restricted Information is confidential and (except where the disclosure is to any such body as is mentioned in 8.2.1.2 above or any employee or office of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Restricted Information is confidential and (except where the disclosure is to any such body as is mentioned in 8.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly practicable in the terms of this Clause, to keep the Restricted Information confidential and to use it only for the purposes for which the disclosure is made; and

8.2.2 use any Restricted Information for any purpose, or disclosure it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Restricted Information which is not public knowledge.

8.3 The provision of this Cl;ause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

  1. Force Majeure

9.1 For the purposes of this Agreement “Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other form of industrial action).

9.2 If any Force Majeure occurs in relation to either party, which affects or may affect the performance of any of its obligations under This Agreement, or shall otherwise forthwith notify the other party as to the nature and extent of the circumstances in question.

9.3 Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, o0f any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.

9.4 If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of 90 days, the parties shall enter into discussions with a view to agreeing upon such alternative arrangements as may be fair and reasonable or the other party shall be entitled to terminate this Agreement by giving 90 days written notice to the party so affected.

  1. Nature of the Agreement

10.1 Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other member of its group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.

10.2 Subject to Clause 10.1 this Agreement is personal to the parties and neither party may assign, mortgage, or charge (otherwise than by floating charge) [or sub-license] any of its rights hereunder, except with the written consent of the other party.

10.3 This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representative of the parties.

10.4 Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.5 No failure or delay by either party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

10.6 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

10.7 At any time after the date hereof each of the parties shall, at the request and cost of another party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the party so requiring may reasonably require for the purpose of giving to the party so requiring the full benefit of all the provisions of this Agreement.

  1. Costs

Subject to any provisions to the contrary each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

  1. Notices and Service

12.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by

12.1.1 sending it by pre-paid registered post; or

12.1.2 sending it by e-mail, facsimile transmission or comparable means of communication;

12.1.3 to the other party at the address given in Clause 12.4

12.2 Any notice or information given by post in the manner provided by Clause 12.1.1 which is not returned to the sender as undelivered shall be deemed to have been given on the eighth 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 so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

12.3 Any notice or information sent by e-mail, telex, cable, 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 of it is sent as provided in Clause 12.1.1 to the other party at the address given in Clause 12.4 within24 hours after transmission.

12.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

13.Time

The Supplier shall use all reasonable endeavours to complete the services within estimated time-frames but time shall not be of the essence in the performance of any services.   All time will be accounted for and shall include all agreed work on and off site; all administrative work and all travelling time including time travelling to and from the Company’s site or to alternative premises as agreed with the Company.   The telephone and email service does not have a maximum number of hours in each contracted year but rather works on a “fair usage” basis, however, for “Advantage” Packages contracts there is a ‘fair usage’ basis which is restricted to 12 hours per year. Time travelled to alternative sites will be deducted from allocated hours.  The Supplier shall reserve the right to restrict the delivery of service should the Company use excessive time.   In the event of excessive time being used the Supplier shall inform the Company in writing. If 2 or more visits are cancelled or postponed by the company the Company will be deducted time off their allocated hours and this will be at the discretion of the Supplier and the Company will be informed.

Any time unused at the end of the Agreement term will be lost. The company is not permitted to carry over any unused time in to the next agreement/ contract year. The Supplier will notify the Company of time remaining on a quarterly basis. If the Supplier has not been able to honour any time an agreement will be made to allow time to be given back to the Company.

  1. Relationship of the Parties

14.1 Nothing in this Agreement shall constitute, or be deemed to constitute a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency or any other party for any purpose.

14.2 Subject to any express provision to the contrary in this Agreement, the Supplier shall have no right or authority and shall not do any act, enter into any contract, make any representation, give warranty, incur any liability, assume any obligation, whether express or implied, or any kind on behalf of the Company or bind the Company in any way.

  1. Limitation of Liability

15.1 The Supplier will under no circumstance be liable for indirect, special, or consequential damages including any loss of business, revenue, profits or date in relation to the advice and/or system implementation given as a result of this agreement.

15.2 All information given by the supplier whether in written or oral form is intended as advice only and is not intended as a substitute for formal legal advice.

15.3 Nothing within this Agreement will operate to exclude any liability for death or personal injury arising as a result of the negligence of the Supplier, its employees or agents.

  1. Sub-Contracting

Either party may not sub-contract the performance of any of its obligations under the Agreement without the prior written consent of the other party.   Where either party sub-contracts the performance of any of its obligations under this Agreement to any person with the prior consent of the other party, that party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself.

  1. Set-Off

The company may not withhold payment of or make any deduction from, any invoice or other amount due to the Supplier by reason of any right of set-off or counterclaim which the Principal may have or allege to have or for any reason whatsoever.

  1. Applicable Law and Jurisdiction

18.1 This Agreement shall be governed by, and construed in accordance with, English and Welsh Law.

18.2 In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (“proceedings”) each of the parties irrevocably submits to the exclusive jurisdiction of the English and Welsh courts and waives any objection to proceedings in such courts on the grounds of venue or in the grounds that the proceedings have been brought in an inconvenient forum.