In these Terms, the following phrases shall have the following meanings:
“Agreed Frequency” means the agreed frequency of visits to Your registered office or main place of business as set out in the Quotation.
“Competent Safety means a competent safety advisor as defined by reference to
Advisor” the possession of membership of I.O.S.H., M.I.I.R.S.M. or holds the N.E.B.O.S.H. certificate in Health & Safety, plus any relevant qualifications.
“Contract Period” means the period of 12, 24,36,48 or 60 months as set out in the Quotation.
“Contract Acceptance Fee” means the down payment specified in the Quotation.
“Monthly Instalments” means the number of monthly instalments at the amounts specified in the Quotation under the title ’Payment of the Fee’.
“Quotation” means the quotation attached to these Terms and Conditions.
“Start Date” means the start date specified in the Quotation.
“Fee” means the fee set out in the Quotation.
“Our”/ “We” / “Us” means Milne Marketing Limited, company number 03215953, whose registered office is at Unit 6 Philip Ford Way, Silfield Road, Wymondham, Norfolk, NR18 9AQ.
“You”/ “Your” means the company, business or organisation identified in the Quotation.
2.1 We willcarry out a confidential site visit at Your registered office or main place of business at the start of the Contract Period which shall cover the agreed aspects of Your working environment as set out in the Quotation and advise You of necessary alterations, adjustments and revisions with regard to current health and safety law, which shall be based upon such documentation as You provide to us. A full safety survey involving an audit of all systems rated by performance against the relevant industry standard can be requested at an additional cost following the provision of the advice based on the initial site visit.
2.2 We will provide You with such precedent health and safety documentation as We consider necessary in order to update Your safety policy. This may include a draft policy specifically for Your working environment or other documents as We consider necessary and We will advise upon the effective implementation of such documentation as necessary for the effective management of Your business. For the avoidance of doubt You are wholly responsible for the actual implementation of documentation.
2.3 Risk Assessments for Your business will be compiled, reviewed and updated by Your nominated responsible person(s). To this end We will provide place(s) free of charge on Our Risk Assessment Training Workshop for Your nominated responsible person(s). Thereafter We will assist and guide them through the compilation of your Risk Assessments.
2.4 We will oversee the health and safety progress of your business by:
2.4.1 visiting Your registered office or main place of business at the Agreed Frequencythroughout the Contract Period; and
2.4.2 reviewing documentation, practices and procedures as appropriate and explaining to You how to use, review and monitor your health and safety manuals.
2.5 We will provide You with telephone, fax and email advice on health & safety issues during normal office hours being 8.30 am to 5.00 pm Monday to Friday inclusive (excluding Public and Bank Holidays) and, for this purpose We may, where We consider necessary, request you to provide relevant documentation in order to ensure that such advice may be given. Where you require us to undertake any further work (including but not limited to drafting communications with employees and or third parties such as the HSE) We reserve the right to charge for time spent at Our appropriate rates, which are set out in the Quotation. Advice will be provided by a Competent Safety Advisor or a nominated member of staff. In addition We reserve the right to increase the Fee by up to 15% in the event that telephone, fax and/or email advice to You exceeds a total of 5 hours in any period of six months.
2.6 We will provide monthly newsletters during the Contract Period in order to keep You informed of developments in health & safety law.
3.1 In consideration of Us providing health and safety services to You as set out in the Quotation and these Terms, You agree to pay the Fee.
3.2 The Fee shall be paid as follows:
3.2.1 aContract Acceptance Fee payable on acceptance of the Quotation; followed by
3.2.2 Instalments payable by way of standing order into Our nominated account as agreed and set out in the Quotation.
3.3 If any sum is not paid in full pursuant to clause 3.2 above then the balance of the Fee shall become immediately payable by You and such sum shall be recoverable by Us as a debt. In such circumstances We will be under no obligation to provide any further services to You.
4.1 You are under a strict duty to inform Us of any changes in your requirements. We will not be liable in any way as a result of your failure to do so.
4.2 It is Your responsibility to act upon Our advice and recommendations to revise/review your Risk Assessments and or to adopt a proactive approach to health and safety. We will not be responsible in any way for Your failure to act upon Our advice and or recommendations.
5.1 We shall be entitled to terminate Our agreement with You at any time, with immediate effect if:
5.1.1 You fail to carry out Your obligations as set out in clause 4 above (or insofar as those failures can be rectified they are not rectified within 30 days of written notice thereof to You); or
5.1.2 You provide inaccurate or incorrect information regarding any employees, incidents, practices and or activities carried out by Your business,
5.1.3 You fail to update Us as to those employees, incidents, practices and or activities that are carried out and may be relevant to Our provision of services; or
5.1.4 You fail to inform Us of any fact of matter giving rise or which may give rise to a prohibition or improvement notice or any other dispute or prosecution or any change in the circumstances of any prohibition notice, improvement notice, dispute or prosecution.
6.1 Except as provided elsewhere in these Terms, We shall be under no liability to You and under no circumstances howsoever arising shall our liability to you exceed the Fee. In particular, We shall not be liable to You for any consequential loss howsoever arising.
6.2 You shall indemnify Us in respect of all damage or injury occurring to any person or property, or any loss consequential thereon and against all actions, suits, claims, demands, charges or expenses in connection therewith for which We may become liable in respect of the provision of services as set out in these Terms and in the Quotation, save in the event that such damage or injury shall have been occasioned by Our negligence.
7.1 Copyright in all documents produced by Us in pursuance of Our obligations towards You vest in Us unless different arrangements are confirmed in writing by one or more of our Directors.
7.2 In consideration of the Fee, We hereby grant to You a royalty-free licence for the duration of the copyright for the use of the health & safety documents produced or provided by Us in pursuance of Our obligations towards You.
8.1 The Quotation and these Terms relating to the provision of a health and safety advisory service are governed by the Laws of England and Wales and both You and We agree to submit to the exclusive jurisdiction of the courts and tribunals of England and Wales.
8.2 In accepting these Terms, You are deemed to accept Our Standard Terms of Business which are expressly incorporated. Where there is a variance or discrepancy between the two, these Terms will prevail.
8.3 We shall be under no liability in respect of any breach of contract caused by any reason beyond our control including (but not limited to) an act of god, drought, failure of power supply, fire, flood, earthquake, windstorm, civil war, rebellion, revolution, national emergency, lock out, strike or other action taken by employees in contemplation or furtherance of a dispute, terrorist attack, or owing to inability to procure any materials required for the performance of our duties.
8.4 Our rights shall not be prejudiced by any indulgence or forbearance extended to You and no waiver by us of any specific breach committed by You shall operate as a waiver of any other breach.
8.5 In the event that it should be determined that any of these Terms shall be invalid or unenforceable for any reason whatsoever, it is hereby declared and confirmed that such determination shall not affect any other provisions of these Terms, all of which shall remain in full force and effect.
8.6 We reserve the right to make changes to these Terms on giving You not less than one month’s notice in writing.