Terms and Conditions ND Safety Limited are Health & Safety Advisors in Sheffield offering Health and Safety Advisory Services and Training Courses in Sheffield, Doncaster and Rotherham areas.

1.1 ND Safety Limited whose registered office is at 5 Soap House Lane, Woodhouse Mill, Sheffield, S13 9US, shall provide the service to the Client as identified in the attached Confirmation of order/proposal (the “Proposal”) which will be subject to these conditions (the “Conditions”) unless otherwise agreed. Any changes to the Proposal or these Conditions (which together form the “Contract”) shall be in writing.

1.2 The client to whom a Proposal is addressed (the “Client”) shall at its own expense supply ND Safety Limited with all necessary documents, data, information or other material relating to the Proposal to enable ND Safety Limited to provide the service in accordance with the Contract.

1.3 When any director, employee or associate of ND Safety Limited (an “ND Safety Limited Employee”) is required to work at the Client’s premises, the Client will provide the ND Safety Limited Employee with office accommodation, telephone and minor secretarial services relevant to the Proposal without charge.

2.1 In addition to the fee set out in the Proposal the Client shall (unless otherwise agreed) pay any additional sums:

2.1.1 which are required to provide the said service in accordance with the Contract as a result of the Client’s instructions or lack of instructions, the inaccuracy of any material referred to in clause 1.2 or any other cause attributable to the Client;

2.1.2 which relate to any changes to the Proposal as agreed between ND Safety Limited and the Client; and

2.1.3 for travelling, accommodation, subsistence, venue hire, equipment hire and other expenses necessarily incurred in connection with work required to deliver the Proposal.

2.2 When day rates are quoted they are based on a working day of eight hours or part thereof. When weekly or monthly rates are quoted they are based on a five-day week and any weeks or months which include a public holiday will be charged as full weeks or months. Fee rates may be increased on giving one calendar month’s written notice to the Client unless otherwise agreed.

2.3 Unless otherwise agreed the Proposal remains valid for acceptance for one calendar month and ND Safety Limited reserves the right to amend or withdraw the Proposal if the Client has not accepted the Proposal within this period.

2.4 Any sums payable under the Contract shall have added to them Value Added Tax at the applicable rate.

2.5 ND Safety Limited shall be entitled to invoice the Client at the end of each month for work carried out in that month.

2.6 Any sums payable by the Client shall be paid without any set off or other deduction within 30 days of the date of ND Safety Limited’s invoice.

2.7.1 If payment is not made in accordance with clause 2.6 ND Safety Limited shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount both before and after any judgement at the rate of 3% above the base rate of the Lloyds TSB Bank PLC from the due date until the outstanding amount is paid in full.

2.7.2 In addition, if payment is not made in accordance with clause 2.6 ND Safety Limited reserves the right to withhold any certification, via external bodies or in house documents, until payment(s) are received.

2.8 If the Client cancels or postpones any event required by the Contract ND Safety Limited reserves the right to charge cancellation fees as follows:

2.8.1 Cancellation 45 to 30 days before the event, 25% of the fee (and any expenses incurred) relating to that event;

2.8.3 nCancellation 0 to 15 days before the event, 100% of the fee (and any expenses incurred) relating to that event.

2.9 Where programme fees have been calculated utilising any of the various funding initiatives facilitated via ND Safety Limited, ND Safety Limited reserves the right to charge an additional fee that equates to the amount of funding claimed should the client fail to complete any relevant funding documentation associated with the programme.

3.1.1 The Client warrants that any material provided by it to ND Safety Limited, and its use by ND Safety Limited, does not infringe the copyright or other rights of any third party, and the Client shall indemnify ND Safety Limited against any loss, damages, costs, expenses or other claims arising from any such infringement.

3.1.2 Where requested, any material provided by the Client which is designated as confidential shall be kept confidential by ND Safety Limited but the foregoing shall not apply to any material which is public knowledge at the time when it is provided and shall cease to apply if at any future time it becomes public knowledge through no fault of ND Safety Limited.

3.2 Unless otherwise agreed the property and any copyright or other intellectual property rights in any documents, data, information or other material provided by ND Safety Limited shall belong to ND Safety Limited subject only to the right of the Client to have a free and irrevocable licence to use material relating to the Proposal providing all sums due to ND Safety Limited from the Client have been paid.

4.1 ND Safety Limited warrants to the Client that it will provide the service pursuant to the Contract with reasonable care and skill.

4.2 ND Safety Limited shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible or in the wrong form, or arising from its late arrival or non arrival, or any other fault of the Client.

4.3 Except in respect of death or personal injury caused by ND Safety Limited’s negligence, or as expressly provided in the Contract, ND Safety Limited shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term (express or implied), or any duty at common law for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of or in connection with the Contract.

4.4 The entire liability of ND Safety Limited under or in connection with the Contract shall not exceed the amount of any fees payable under the Contract except as expressly provided for in the Contract.

4.5 ND Safety Limited shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay or failure to provide the service in accordance with the Contract if the delay or failure was due to any cause beyond ND Safety Limited’s reasonable control.

4.6 ND Safety Limited accepts no responsibility for any reliance by any third parties on any information of whatever nature provided to the Client pursuant to this Contract.

4.7 When an ND Safety Limited Employee acts as the Client’s agent including, but not limited to, secondment or appointment as an interim manager or non-executive director, the Client hereby agrees to indemnify ND Safety Limited against all claims and costs for which ND Safety Limited may become liable by reason of the acts or omissions of the ND Safety Limited Employee during such period.

5.1 Any Contract may (without limiting any other remedy) be terminated by either ND Safety Limited or the Client by one calendar month’s notice in writing provided that such notice shall not be given without full prior consultation between ND Safety Limited and the Client concerning the reasons for such termination.

5.2 Either party may (without limiting any other remedy) at any time terminate any Contract by giving written notice to the other if the other commits any breach of the Contract and (if capable of remedy) fails to remedy the breach within one calendar month after being required in writing to do so.

5.3 If the Client goes into liquidation, or (in the case of an individual or firm becomes bankrupt) or enters into a voluntary arrangement with its creditors or has a receiver or administrator appointed ND Safety Limited may terminate the Contract forthwith without any liability o ND Safety Limited.

6.1 ND Safety Limited undertakes not to seek to employ or engage any member of the Client’s staff associated with this Contract either during the period of this Contract or for 12 months after the completion of this Contract unless agreed in writing by the Client.

6.2 The Client will not during the period of this Contract or for 12 months after its completion (unless agreed in writing by ND Safety Limited) seek:

6.2.1 to employ any ND Safety Limited Employee or ND Safety Limited agent; or

6.2.2 Engage (either directly or indirectly) the services of any ND Safety Limited Employee other than through ND Safety Limited.

6.3 If, at the Client’s request, clause 6.2 is waived by ND Safety Limited:

6.3.1 In the case of clause 6.2.1 a sum equivalent to 35% of the ND Safety Limited Employee’s first year’s salary in the employment of the Client shall immediately be payable to ND Safety Limited; or

6.3.2 In the case of clause 6.2.2 a sum equivalent to the profit which would have been generated by ND Safety Limited had such services been provided by ND Safety Limited shall immediately be payable to ND Safety Limited.

7.1 The headings in these Conditions are for convenience only and shall not affect their interpretation.

7.2 Unless otherwise agreed English law shall apply to the Contract and the parties shall submit to the non exclusive jurisdiction of the English courts.

7.3 The provisions of these Conditions shall survive the termination; however it arises, of the Contract.

7.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable the remaining provisions shall continue to apply to the Contract.

7.5 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right. Further, no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.