1.0 DEFINITIONS
In these Contractual Terms (as hereinafter defined), the following words and expressions shall have the meanings assigned to them, except where the context otherwise requires:
1.1 “Client” means the company or organisation identified on the signed contract document.
1.2 “Consultant” means AW Safety Management Ltd (“AWSM”) and its authorised representatives.
1.3 “Client Representative” means the person appointed by the Client and notified in writing to the Consultant to act as the Client’s representative for the purposes of this Contract.
1.4 “The Works” means the works and/or services for which the Client has engaged the Consultant.
1.5 “Contract” means the agreement between the Client and the Consultant, comprising the signed Agreement, these General Consultancy Conditions, and any associated Appendices or Schedules.
1.6 “Scope of Work” means the nature and extent of the Client’s requirements as described in Appendix I and any subsequent modifications agreed in writing.
1.7 “Services” means the health and safety consultancy, advisory, HR, or related services to be provided by the Consultant under this Contract.
1.8 “Documentation” means all written, digital, or recorded information relevant to the Services, including reports, policies, and risk assessments.
1.9 “Regulations” includes any enactment, statutory instrument, regulation, order, or other legal requirement of a competent authority applicable within the United Kingdom, as amended from time to time.
1.10 “Systems” refers to the Client document management portals provided by AWSM, namely IRM Connect and/or Cope Cloud, through which the Client may access documentation and resources relevant to their contract.
2.0 CONSULTANT’S OBLIGATIONS
2.1 The Consultant shall exercise all reasonable skill, care, and diligence in delivering the Services to the satisfaction of the Client and in accordance with all applicable UK laws and industry standards.
2.2 The Consultant shall comply with lawful instructions from the Client or the Client Representative but shall not be required to act in a manner inconsistent with professional or legal obligations. Verbal instructions impacting the Contract must be confirmed in writing.
2.3 The Consultant shall rely upon information provided by the Client and shall notify the Client immediately of any deficiencies that could affect the performance of the Services. The Client shall remedy such deficiencies promptly at its own cost.
2.4 Should any instruction from the Client, in the Consultant’s opinion, prevent or prejudice performance under this Contract, the Consultant shall notify the Client in writing and the parties shall agree in writing any necessary variation to the Services or fees.
2.5 The Consultant shall assign suitably qualified and experienced personnel to undertake the Services. AWSM reserves the right to substitute personnel where required, ensuring equivalent competence and experience.
2.6 All Consultant personnel shall comply with the Client’s site rules, policies, and safety regulations when on Client premises.
2.7 Site Visits: Where Services include site visits, these shall ordinarily range between 2 and 6 hours on site, dependent on the nature, size, and complexity of the premises and/or work being undertaken. The duration shall be determined by the Consultant in consultation with the Client Representative at the time of the visit. Travel time shall be included within the total hours calculated for the visit.
2.8 The Consultant shall ensure that all vehicles used for business travel are appropriately insured for business use.
2.9 The Client may request replacement of any Consultant personnel who are, in the Client’s reasonable opinion, unsuitable, negligent, or in breach of site rules. The Consultant will comply with such requests promptly at its own cost.
2.10 The Consultant shall keep all Documentation safe and secure and indemnify the Client for any proven loss or damage arising from the Consultant’s negligence in handling such Documentation.
3.0 CONFIDENTIALITY
3.1 The Consultant shall keep confidential all information obtained from the Client and shall not disclose it to third parties except as required by law or to perform the Services.
3.2 The Consultant shall ensure that its personnel are bound by equivalent confidentiality obligations.
3.3 These obligations shall not apply to information already in the public domain or lawfully obtained from another source.
3.4 Upon termination or expiry of the Contract, all Client-related materials shall be returned or securely destroyed as directed.
4.0 INSURANCE
4.1 The Consultant shall maintain appropriate insurance cover, including but not limited to:
- Employer’s Liability Insurance;
- Public Liability Insurance (minimum £10,000,000 per occurrence); and
- Professional Indemnity Insurance.
4.2 Copies of relevant certificates shall be made available upon reasonable request.
5.0 PAYMENT TERMS
5.1 The Client shall pay all invoices within 30 days of the invoice date. Work outside the agreed Scope shall be subject to additional charges agreed in writing.
5.2 AWSM reserves the right to apply annual fee adjustments in line with inflation, market conditions, regulatory changes, and the cost of maintaining professional standards.
5.3 Late payments may incur interest at 5% above the Barclays Bank base rate, accruing daily.
6.0 SUSPENSION AND TERMINATION
6.1 Either party may terminate this Contract by written notice if the other materially breaches the Contract and fails to remedy the breach within 14 days.
6.2 AWSM may suspend or terminate Services immediately if the Client:
- Fails to pay any sum due;
- Acts unlawfully or contrary to professional advice; or
- Jeopardises AWSM’s ability to fulfil its obligations.
6.3 The Client may terminate with 30 days’ written notice before renewal. Failure to do so shall result in automatic renewal for a further 12 months.
6.4 Termination shall not affect accrued rights. AWSM may invoice for Services performed up to the termination date, and any remaining annual balance shall become immediately payable.
7.0 SERVICE DELIVERY & SYSTEMS
7.1 The Client may access documentation and deliverables via IRM Connect or Cope Cloud, as specified in the Contract.
7.2 The Client is responsible for ensuring the accuracy and completeness of information within their assigned portal and must notify AWSM of any errors or business changes that may affect compliance documentation.
7.3 The Client must ensure secure access to these Systems and shall not reproduce, transfer, or sublicense materials therein without prior written consent.
7.4 All intellectual property rights in AWSM materials remain vested in AW Safety Management Ltd.
8.0 ADDITIONAL PROVISIONS
8.1 Force Majeure: Neither party shall be liable for failure or delay due to circumstances beyond reasonable control.
8.2 Liability: AWSM’s total liability under this Contract shall not exceed the value of its Professional Indemnity Insurance in force at the time of claim. AWSM shall not be liable for indirect, consequential, or economic losses.
8.3 Data Protection: AWSM shall process personal data in compliance with UK GDPR and the Data Protection Act 2018.
8.4 Governing Law: This Contract shall be governed by and construed in accordance with the laws of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the English courts.
