General Consultancy Conditions

1.0 DEFINITIONS

In the Contract (as hereinafter defined) the following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires:

1.1 The “Client” shall mean: The Company identified on the signed contract document

1.2 ‘Consultant’ shall mean: AW Safety Management Ltd and its representatives.

1.3 ‘the Client’s Representative’ shall mean the person for the time being, or from time to time, duly appointed by the Client and notified in writing to the Consultant to act as the Client for the purposes of the Contract.

1.4 ‘The Works’ means the Works in connection with which the Client has engaged the Consultant to perform the Services.

1.5 ‘Contract’ shall mean the agreement between the Client and the Consultant comprising the Agreement, these General Conditions and Appendices.

1.6 ‘Scope of Work’ shall mean the nature and extent of the Client’s requirements under the Contract as described in Appendix I and any modifications thereof and/or addition thereto as may from time to time be furnished or approved in writing by the Client.

1.7 ‘Services’ shall mean the provision of health, safety advisory services or other services to be provided by the Consultant as necessary to carry out the requirement of the Scope of Work as described in Appendix I.

1.8 ‘Documentation’ shall mean all documents, which convey information relevant to the Services.

1.9 ‘Regulations’ shall include any enactment, order, regulation or other similar instrument of any Local Authority or Government Body, as amended by any subsequent regulation and in addition, the standards, specifications, codes of practice or requirements specified by the Client under the Contract.

2.0 CONSULTANT’S OBLIGATIONS

2.1 The Consultant shall exercise all reasonable skill, care and diligence in the discharge of the Services agreed to be performed by him to the satisfaction of the Client.

2.2 The Consultant shall comply with and adhere strictly to instructions and orders given by the Client on any matter connected with the Services (whether or not mentioned in the Contract), but the Client shall not interfere unreasonably with the Consultant’s working procedures. The Consultant shall take instructions and orders only from the Client or (subject to the limitations referred to in Clause 4) from the Client’s Representative. Verbal instructions and orders affecting any of the Consultant’s obligations under the Contract shall be confirmed in writing by the Client.

2.3 The Consultant shall satisfy himself that the information including Documentation provided by the Client is adequate and will not prejudice the performance of any of his obligations under the Contract.

The Consultant shall inform the Client immediately of any inadequacy whereupon the Client shall make good such inadequacy to the reasonable satisfaction of the Consultant.

2.4 If in the opinion of the Consultant any instruction of the Client is likely to prevent or prejudice the Consultant from or in fulfilling any of his obligations under the Contract he shall immediately so notify the Client in writing and the parties shall then review whether and in what manner such obligations need to be changed. Such changes as are agreed shall be confirmed in writing by the Client.

2.5 The Consultant shall provide to the Client sufficient personnel with the necessary qualifications and experience to complete the Services.

2.6 The Consultant shall ensure that his personnel when visiting the Client’s premises shall comply with all applicable rules and regulations, including the Client’s Site Regulations and/or Works Rules.

2.7 If the use of cars is necessary in the performance of the Services the Consultant shall ensure that his personnel have a Motor Vehicle Insurance Policy permitting business use under such circumstances.

2.8 The Client shall have the right to require the replacement of any person appointed by or engaged in connection with the Services by the Consultant who:

a) has failed to comply with the Client’s Works Rules, or
b) has in the opinion of the Client been guilty of misconduct or negligence or incompetence,
or
c) is prejudicial to the health and/or safety and/or the security and/or best interests of the Client’s business, or
d) has failed to undertake the services to the Client’s reasonable satisfaction,

and any such person shall not again be employed or assigned in connection with the Services without the permission of the Client. The costs of such replacement shall be borne by the Consultant.

2.9 AW Safety has the right to utilise any member of its personnel to perform the requirement of the scope of work as identified in Appendix I. Although a designated consultant will be allocated to manage and deliver the scope of work these shall be supported by others within the business and AW Safety may substitute the identified consultant for a suitable alternative to perform the Services

2.10 The Consultant shall keep safe at all times the Documentation in his possession and shall protect the same against loss or damage. He shall satisfy all claims founded on any loss of or damage to such Documentation and shall indemnify the Client against all actions, demands, damages, costs, charges and expenses arising in connection herewith.

3.0 CONFIDENTIALITY AND PUBLICITY

3.1 The Consultant shall treat as secret and confidential and not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use or permit to be made use of (other than in the carrying out of its obligations under the Contract) any confidential information including that relating to the business, finances, technology or other know-how, suppliers or customers of the Client which is given to the Consultant by the Client or becomes known to the Consultant through its performance of the Services and whether such confidential information was received during the period of the Contract or previously.

3.2 The Consultant shall use its reasonable endeavours to ensure the compliance by its employees with this obligation.

3.3 The obligations of confidence shall not apply to any confidential information which:

• Was already in the possession of the Consultant or in the public domain prior to receipt of such confidential information by the Consultant.
• Becomes publicly available through no fault of the Consultant.
• Is received in good faith by the Consultant from a third party without any obligations of confidence on the Consultant.

3.4 Upon termination of the Contract for whatever reason and at other times when requested to do so by the Client the Consultant will deliver up to the Client all working papers or other material (in whatever format it is stored) and copies provided to it pursuant to the Contract or prepared by it either in pursuance of the Contract or previously in connection with the Contract.

4.0 INSURANCE

4.1 The Consultant shall have in force insurance which shall extend to indemnify the Client against any claim for which the Consultant may be legally liable under the Contract. These shall include:

• Client’s Liability Insurance; and
• Public Liability (Third Party) Insurance for such sum and range of cover as the Consultant deems appropriate but not less than £10,000,000 for any one accident; and
• Professional Indemnity Insurance.

4.2 The Consultant shall provide the Client with an up-to-date copy of his Insurance Policies upon request.

5.0 TERMS OF PAYMENT

5.1 The Consultant shall be paid for his Services for all works performed in accordance with the scope of work set out in the package contract form. Any provision of services outside of this scope shall be agreed by the Client and shall incur additional costs at an agreed rate between the Client and the Consultant. The Consultant shall submit an itemised invoice, and the Client shall pay the Consultant the amounts due within 30 days from the submission of the invoice.

5.2 The Consultant reserves the right to apply an annual increase to the fees payable. In calculating this increase, we shall review the actual amount of time we spend in completing work on your behalf. We also take into account the increasing costs of delivering our high-quality services to you. This includes increases in costs due to National Minimum Wage and other wage rate increases caused by the demand for qualified staff, as well as increases in regulation in our industry and our continued investment into the future of our staff.

6.0 SUSPENSION OR TERMINATION

6.1 Termination of Contract

• If at any time prior to payment by the Client of all payments due for the delivery of Systems, either party makes default or commits any breach of its obligations hereunder and (upon receiving written notification from the other of such default or breach) fails to remedy the default or breach within 14 days or is involved with any legal proceedings concerning its solvency, or ceases or threatens to cease trading, or if serious doubt arises as to its solvency, then the other party shall immediately become entitled (without prejudice to its other rights) to terminate this Agreement forthwith by notice in writing to the other
• If at any time the Client commits any breach or default of its obligations hereunder, AWSM shall immediately become entitled (without prejudice to its other rights) to terminate this Agreement forthwith by notice in writing to the Client and require the Client to cease using the Systems and return to AWSM all copies and all documentation relating thereto
• The Client shall have the right to terminate the Contract by giving not less than 30 days’ notice prior to the anniversary of the contracts current term
• Failure to give such notice will result in the fee for the following year being due for payment in accordance with the Schedule
• AWSM shall have the right to terminate the Contract with immediate effect by giving notice in writing at any time during the contract period
• Wherever notice of cancellation is given before the anniversary of the contract effect date, the remaining term until the first anniversary must also be served in tandem with seven (7) months’ notice as defined in clause 6.1. For instances of breach of contract, illegal activities or breach of advice provided by the consultant this agreement may be terminated with immediate effect in writing
• At the expiration of the initial term, this Agreement shall continue from year to year under its then-existing conditions unless and until a party hereto gives the other no less than 30 days written notice of termination one (1) month prior to the expiration of the initial term or of the one-year extension then in effect.

6.2 Effect of Termination

• On termination, the Clients rights to use the Systems shall forthwith cease and the Client shall be obliged to return to IRM the Systems and all related documentation and all copies, books, papers and records in its possession belonging to AWSM
• Termination shall be without prejudice to any accrued rights and outstanding obligation of the parties to each other at the time of termination including the confidentiality obligations of both parties
• AWSM shall be entitled to charge the Client for all work done under the Contract to the date of termination in accordance with IRM’s standard charges prevailing at the time
• On termination, where Fees have been agreed to be paid monthly, the balance of fees for the full Contract become due and the Client agrees to pay as per Section 6 of this document.

7.0 TERMS AND CONDITIONS

7.1 Additional Works

Any additional work or variations to any agreed works will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by the Client and AW Safety Management Ltd. in writing before work commences.

AW Safety Management Ltd. will undertake all work in accordance with the agreed project time scale and utilise all reasonable endeavours to meet the agreed delivery times that are good faith estimates based upon information available at the time of project proposal submission.

7.2 Client Requirements

AW Safety Management Ltd requires the Client to provide all requested information in a written format and in a timely manner where available. AW Safety Management Ltd expects the Client to provide access to all personnel and material that are required to enable AW Safety Management Ltd to deliver the project within the agreed parameters, and not hinder the ability of AW Safety Management Ltd to carry out the project. This is inclusive of the prompt approval or otherwise of requests submitted to the Client for agreement.

7.3 Service Provision

AW Safety Management Ltd. shall not be held liable for any loss or damages caused by the use or misuse of the service information or documentation by the Client once the contract has been terminated and the account is closed.

All files and stored data will be returned to the Client and copies held by AW Safety Management shall be destroyed in accordance with our procedures AWSM-HR-0004 Data Protection and GDPR and AWSM-HR-0006 Retention of Documents and Records.

All statutory records that require retaining shall be the responsibility of the Client. AW Safety Management Ltd shall not hold be held liable for any fines or prosecutions from enforcing authorities, private enterprises or corporate entities for any works, acts or omissions by the Client or its representatives that have been carried out in contravention to the advice and/or services provided by AW Safety Management.

7.4 Privacy

To protect the privacy of the Client, AW Safety Management Ltd. never distributes the identity of the Client or e-mail address to any third parties.

7.5 Payment Terms

Unless otherwise agreed all invoices issued by AW Safety Management Ltd. are payable 30 days net.

7.6 Suspension of Work

AW Safety Management Ltd. reserves the right to suspend all work in the event that any invoice is not paid in accordance with the terms of AW Safety Management Ltd. to charge interest on a daily basis on the unpaid sum, at the rate of 5 per cent above base rate of Barclays Bank.

7.7 Material Rights & License

The Client will retain all rights to any material provided for the project. Where the rights are not owned by the Client, it is the responsibility of the Client to obtain a license for their use and indemnify AW Safety Management Ltd for any damages, which occur as a result of failing to do so. AW Safety Management Ltd will grant to the Client a royalty free, nonexclusive perpetual license of all copyright and materials that we develop for the Client in relation to the project. Where we provide third party materials, AW Safety Management Ltd will obtain a license for the Client that is sufficient for the purposes set out within the proposal.

7.8 Liability

The liability of AW Safety Management Ltd to the Client for breach of contract, negligence or misrepresentation (unless fraudulent) other than any which results in death or personal injury (which is unlimited) shall be damages limited to the amount of AW Safety Management’s insurance value(s).
AW Safety Management Ltd. will not be liable for loss of turnover, profit, sales, revenue, profits, goodwill, indirect loss, pure economic loss, consequential loss or special loss, or for any loss arising from any works, acts or omissions by the Client or its representatives that have been carried out in contravention to the advice and/or services provided by AW Safety Management.

7.9 Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other
competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

7.10 Termination

AW Safety Management Ltd shall have the right to terminate the agreement with immediate effect by notice in writing to the Client if the Client fails to make any payment when it becomes due. Either party may terminate the agreement by notice in writing to the other if:

• The other party commits a material breach of the Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
• The other party commits a material breach of the Agreement which cannot be remedied under any circumstances; or
• The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
• The other party ceases to carry on its business or substantially the whole of its business; or
• The other party is declared insolvent, or convenes a meeting of creditors or makes or proposes to make any arrangement or composition with its creditors; or
• A liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

7.11 Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and shall be subject to the non-exclusive jurisdiction of the courts of England. AW Safety Management Ltd reserves the right to amend and update these Terms and Conditions at any time without notice.

8.0 Price Adjustment

The price for the Services delivered under the Contract shall be subject to adjustment based on fluctuations in certain cost factors that directly impact the Supplier’s cost of providing the Services. These cost factors may include, but are not limited to, market variation, inflation, standardisation of pricing, service provision in line with company pricing structure and service levels in line with incurred cost to service.

Price adjustments shall be considered at regular intervals, or as deemed necessary due to significant changes in the cost factors mentioned in Section 8.1.

All price adjustments shall be calculated by means of = Original Price + (Change in Cost Factor * Adjustment Coefficient. The “Change in Cost Factor” shall be determined based on the variation in the cost factors specified in Section 8.1. The “Adjustment Coefficient” shall be notified to the client in writing no later than 30 days prior to the adjustment becoming effective.

9.0 IRM CONNECT TERMS AND CONDITIONS

AW Safety Management LTD hereby grants to the Client with effect from the date of the Contract a non-exclusive Agreement to use the Systems provided. The Client shall use the Systems for its own business purposes only. The Client shall not permit a third party to use the Systems nor use the Systems on behalf or for the benefit of a third party. No copies, in any format, shall be made of the Systems without the prior written consent of AW Safety Management LTD.

The Client has the responsibility to check the contents of the System to ensure that it covers all aspects of the Clients business.

The Client shall check that all documents, including organisation, safety arrangements and risk assessments (where applicable), policies and procedures are accurate and reflect the activities of the business.

The Client shall notify AW Safety Management LTD immediately if any documents are not accurate or if any activities of the business change which may affect the System contents.

The Client warrants that the Systems shall remain under its control and that the Client will take all reasonable precautions to safeguard the Systems against unauthorised use or copying.

The Client shall not sub-licence, rent, lease or assign the Systems for money or any other consideration or free of charge.

Where the Systems or any part thereof is the property of a third party, such Systems are sub-licensed by AW Safety Management LTD to the Client and such third party shall have the benefit of AW Safety Management LTD’s rights as set out in this Agreement and may enforce such rights directly against the Client.

No title or rights of ownership, copyright or other intellectual property in the Systems will be transferred to the Client.

The copyright and all other intellectual property of whatever nature in any documentation relating to the Systems (other than materials supplied by the Client) shall be and shall remain vested in AW Safety Management LTD or, where those have been obtained by AW Safety Management LTD from a third party, shall remain vested in that third party.

The Client shall not delete any proprietary marks on the System documents.

The Client is responsible to ensure that its employees access and operate the IRM Connect portal within the Terms and Conditions for the site (available from the IRM Connect dashboard).

10.0 WELCOME OFFER

The promotor of this offer is AW Safety Management.

• *Offer: 10% off your first order when you book a consultation or training course by calling 01623 821 516 and quoting WELCOME10MC.
• The Offer is available for new customers only.
• Discount is valid for one use only, not valid in conjunction with any other offer.
• The Offer is subject to availability.
• AW Safety Management reserves the right to cancel the offer at any point, without prior notice.
• AW Safety Management reserves the right to change or alter the discount at any point without prior notice.