Terms & Conditions

Unless we otherwise agree in writing, these Conditions apply to each Contract for Services we have with you.

These Conditions may be updated by us from time to time and you can find the latest version on our Website along with our Data Protection Policy.

Definitions

In these Terms and Conditions, unless the context otherwise requires, the following words have the following meanings:

“Additional Fee” the amount agreed by the Client and H²¹ payable by the Client to H²¹ for the Additional Services in accordance with these Terms and Conditions.

“Additional Services” any additional services agreed between the parties prior to them being carried out.

“Additional Term” has the meaning given to that term in Condition 7.1.

“Client” means the client detailed in the Letter.

“Client Default” has the meaning given to that term in Condition 1.3.

“Contract” means the contract between H²¹ and the Client for the supply and purchase of Services in accordance with these Terms and Conditions.

“Deliverables” means the deliverables to be provided by H²¹ as part of the provision of the Services as set out in the Letter,

“H²¹” means H²¹ Safety Limited.

“Expenses” means any expenses and disbursements to be charged by H²¹ in accordance with clause 4 of these Terms and Conditions.

“Fee” means the amount payable by the Client to H²¹ for the Services as detailed in the Letter together with the Additional Fee (if any) and any cancellation fee in accordance with the Letter (if any).

“Insolvent” as defined in section 113 of the Housing Grants, Construction and Regeneration Act 1996;

“Letter” means the covering letter or document supplied by H²¹ that contains a description of the Services.

“Material” means all documents, drawings and other such work prepared by or for H²¹ in connection with the Services.

“Minimum Term” means the period stated as such in the Letter.

“Services” means the Services to be carried out by H²¹ as detailed in the Letter, together with any Additional Services in accordance with these Terms and Conditions.

“Start Date” means the first date on which one of the following events occurs (unless we agree in writing with you an alternative date for the Start Date): we receive acceptance of the Letter either verbally or via written confirmation, we have started to perform the Services.

“Terms and Conditions” means these terms and conditions and any other documents or parts of other documents expressly referred to in them, as may be amended from time to time.

“Visit Date” has the meaning given to that term in Condition 3.4.

A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written includes fax and email.

These Terms and 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 trade, custom, practice or course of dealing

1. Obligations
   • H²¹ will provide the Services to the Client in accordance with these Terms and Conditions. H²¹ shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and H²¹ shall notify the Client in any such event.
   • The Client will:
     • provide such information in its possession, or reasonably obtainable, which is necessary for the proper performance of the Services including but not limited to all documents, registers and information.
     • provide all relevant staff on site to allow inspections to be carried out.
     • Provide complete and accurate information.
     • Co-operate and assist H²¹ in all matters relating to the Services.
     • Comply with any additional obligations which may be set out in the Letter.

H²¹ Safety Limited will not be held responsible in situations where information has been withheld or not been available during such meetings.

• If H²¹‘s 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 Client to perform any relevant obligation (“Client Default”):
  • H²¹ shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays H²¹‘s performance of any of its obligations;
  • H²¹ shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from H²¹‘s failure or delay to perform any of its obligations as set out in this Clause 1.3; and
  • the Client shall reimburse H²¹ on written demand for any costs or losses sustained or incurred by H²¹ arising directly or indirectly from the Client Default.

2. Standard of care
   • H²¹ shall exercise reasonable skill and care in performing the Services.
   • Subject to clause 2.1, H²¹shall carry out the Services in accordance with all applicable legislation.
3. Progress and co-ordination
   • H²¹ shall proceed regularly with the Services in accordance with any programmes or key dates agreed between the parties.
   • H²¹ shall use reasonable efforts to meet any performance dates for the Services agreed in writing, it being agreed that any dates given are estimates only and not binding.

3.3            H²¹ shall confirm in writing to you any agreed appointments, whether for meetings or for project work, and where applicable, will confirm our anticipated arrival time. Cancellation or alteration of agreed visits must be received in writing at least two weeks i.e. 10 working days prior to the agreed date in order to rearrange a suitable alternative. In the event of cancellation after this period, H²¹ reserve the right to forfeit the allocated visit or levy a cancellation charge as follows:

• Less than 10 days’ notice, we reserve the right to levy a cancellation charge of half our daily fee
• Less than 5 days’ notice, we reserve the right to levy a cancellation charge of our full days’ fee

Cancellation or transfer of training courses must be received in writing. Cancellations within fifteen working days do not incur any charge, however if a course is cancelled within ten days then a 10% cost of booking fee will apply. If a cancellation is made after this time, then the full cost of the course will apply.

• It is the responsibility of a nominated contact within your company to arrange visits with H²¹ Where visits have not been utilised during the minimum or additional term, these will be forfeited.

4. The Fee and terms of payment
   • For the initial 12 months, the Client shall pay H²¹:
     • the Fee for the Services; and
     • the Additional Fee for any Additional Services.
   • Unless otherwise agreed in writing, during each successive 12 month period, the Client shall pay H^21:
     • The Fee for the Services during the initial 12 months, plus a percentage equal to the increase in the RPI or 5% whichever is the greater (at the time of the anniversary of the commencement of the preceding 12 month period) to be applied at the start of each 12 month term.
   • The Client shall reimburse H²¹ for any Expenses not detailed in the Letter/fee quotation (including but not limited to any expenses reasonably incurred by H²¹ travelling expenses, hotel costs, subsistence and any associated expenses). All other expenses and disbursements incurred by H²¹ are deemed to be included in the Fee. Any Expenses payable shall be included in the next invoice after they are incurred and paid by the Client in accordance with this clause 4.
   • The Client shall pay H²¹ any VAT properly chargeable on the Services and any amount expressed as payable under the Contract is exclusive of VAT unless stated otherwise.
   • H²¹ shall submit an invoice to the Client for the Fee or part thereof in accordance with the Letter. H²¹ may require advance payment of the price or an instalment of the price of the Services before commencing the Services and reserve the right to withhold performance of the Services until such payment has been made in cleared funds. Unless otherwise agreed in writing, you must pay each invoice submitted by us with seven (7) days of the date of the invoice in full and in cleared funds to the bank account nominated in writing by us.
   • Payment shall be due on the date the invoice is received by the Client (and the provisions of clause 14 shall apply) (the “Due Date for Payment”).
   • No later than five days after the Due Date for Payment, the Client shall notify H²¹ of the sum that it considers to have been due in respect of the payment and the basis on which that sum is calculated.
   • If the Client fails to serve a notice in accordance with clause 4.7 then, subject to the Client serving a Pay Less Notice, the amount to be paid by the Client shall be the amount stated in H²¹’s invoice for the instalment.
   • The final date for payment (the “Final Date for Payment”) for an instalment of the Fee shall be 21 days from the Due Date for Payment for the instalment.
   • If the Client intends to pay less than the sum stated as due in the notice under clause 4.8 or H²¹’s invoice under clause 4.5, as the case may be, the Client shall not later than five days before the Final Date for Payment give H²¹ notice of that intention (a “Pay Less Notice”) stating:
     • the sum that the Client considers to be due to H²¹ at the date the Pay Less Notice is given; and
     • the basis on which that sum has been calculated.

If the Client serves a Pay Less Notice in accordance with this clause 4.10 the obligation to pay the notified sum in clause 4.7 (or clause 4.8 as the case may be) applies only in respect of the sum specified in that Pay Less Notice.

• If the Client fails to pay an amount due by the Final Date for Payment and fails to give a Pay Less Notice under clause 4.10, then the Client shall pay interest on the overdue amount at the rate of 5% per annum above Bank of England’s base rate and the parties acknowledge that the Client’s liability under this clause 4.11 is a substantial remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act 1998.
• The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). H²¹ 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 H²¹ to the Client.

5. Assignment

The Client shall not be entitled to assign the benefit of and rights under the Contract.

6. Confidentiality and Copyright
   • Neither the Client nor H²¹ shall at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs , except as permitted by clause 6.2.
   • Each party may disclose the other party’s confidential information:
     • to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 6; and
     • as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.
   • Neither the Client nor H²¹ shall use any other party’s confidential information for any purpose other than to exercise their rights or perform their respective obligations under or in connection with the Contract.
   • H²¹ owns all intellectual property rights (including copyright) relating to the Material it produces.
   • H²¹ grants to the Client, subject to payment of all Fees and Expenses, an irrevocable, non-exclusive, non-terminable, royalty-free licence to copy and make full use of any Material prepared by, or on behalf of H²¹ during the Term to use the Deliverables for the purpose of receiving and using the Services and the Deliverables in the ordinary course of your business.
   • H²¹ shall not be liable for use of the Material for any purpose other than that for which it was prepared and/or provided.
   • The Client may request a copy or copies of (some or all of) the Material from H²¹, and, subject to the Client’s payment of H²¹’s reasonable charge, H²¹ shall provide the
   • This Condition 6 will survive termination of the contract.
7. Term & Termination
   • The Contract will begin on the Start Date and will continue in force for the Minimum Term. After the Minimum Term the Contract will automatically renew for further successive periods of the same duration as the Minimum Term (each an “Additional Term”) unless and until you or we terminate the Contract in accordance with these Conditions. The price payable for the Services for each Additional Term is set in in Condition 4.
   • You or we can terminate the Contract for any reason whatsoever with effect on (but not before) the expiry date of the Minimum Term, or as relevant, an Additional Term, if you or we notify the other in writing of the termination by no later than two (2) full calendar months before the end of the Minimum Term, or as relevant, the then Additional Term.
   • Without limiting its other rights or remedies, H²¹ may terminate the Contract with immediate effect at any time and for any reason by giving the Client written notice and the Client shall pay H²¹ fair and reasonable compensation for work-in-progress at the time of termination.
   • On termination of the Contract for any reason:
     • H²¹ may submit an invoice for all Services performed and not yet invoiced,
     • the Client shall pay to H²¹ any outstanding Fees and Expenses and interest due at the date of termination,
     • the Client shall return to H²¹ all Materials and any Deliverables which have not been fully paid for; and
     • conditions which are stated to survive termination or by implication have effect after terminations, will continue in full force and effect.

8. Notices
   • Any notice or other communication given to a party under or in connection with these Terms and Conditions 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).
   • Any notice or communication shall be deemed to have been received on signature of a delivery receipt.
   • This clause 8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
9. Marketing Permissions

9.1        We want you to know how much you mean to us as a customer and from time to time we will send you exclusive offers, share information and provide the latest updates from us by email, social media, SMS, phone and other electronic means. We will always treat your details with the utmost care in line with clause 14 and we would like to be able to communicate and share information online. Except where otherwise agreed in writing:

9.1.1     you consent to us using your logo and referring to your brand on our website, tagging you online or on social media platforms (including but not limited to; LinkedIn, Twitter, Facebook and Instagram);

9.1.2     you consent to us sharing testimonials and case studies provided by you on our website and on social media.

10. Headings

Headings to clauses are for convenience only and do not affect the interpretation of these Terms and Conditions.

11. Law

These Terms and Conditions and the Letter and all matters relating thereto shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts.

12. Scope of Contract
    • This Contract shall constitute the entire agreement between the parties and supersedes and extinguishes all previous appointments, agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.
    • No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Each party acknowledges that in entering into this 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 this 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.
    • Nothing in this clause 11 shall limit or exclude any liability for fraud.
    • H²¹ shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits and consequential losses.
    • Notwithstanding any other provision in this agreement, H²¹’s total liability under this Contract shall be limited to the value of the Services.
    • H²¹ shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy; or prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    • Unless otherwise agreed, these Terms and Conditions apply to any other future instructions the Client gives to H²¹.
13. Adjudication
    • Either party may refer a dispute to adjudication in accordance with this clause.
    • The referring party shall request the Technology and Construction Solicitors’ Association to nominate an adjudicator.
    • The provisions of Part I of the Schedule to the Scheme for Construction Contracts (England and Wales) Regulations 1998 (SI 1998 No. 649) as amended by the Scheme for Construction Contracts (England and Wales) Regulations 1998 (Amendment) (England) Regulations 2011 (SI 2011 No. 2333) shall apply subject to the provisions of this clause.
14. Third party rights

No person may enforce any of these Terms and Conditions and/or the provisions set out in the Letter by virtue of the Contracts (Rights of Third Parties) Act 1999.

15. Duration

Where applicable, the supply of the Services by H²¹ to the Client shall commence and expire in accordance with the service period set out in the Letter, subject to clause 8.