Terms of Business
These Terms and Conditions will apply to the provision of all Products and Services by us, Greens Consultancy Services Ltd, a company registered in England under number 07840897, of 7 Leicester Road, Countesthorpe, Leicestershire, LE8 5QU, hereinafter called “the Company” to the Client.
Definitions and Interpretations
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Acceptance” means the acceptance of our Proposal (electronically or otherwise), and includes the acceptance of these Terms and Conditions in writing;
- “Client” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business will be the Client in the context of this Contract;
- “Code of Conduct” means our Code of Conduct, which will be sent to the Client upon Acceptance, with our letter of appointment;
- “Competent Person” has the same meaning as that stated in The Management of Health and Safety at Work Regulations 1999;
- “Contract” means the contract formed upon Acceptance by the Client as above, which will incorporate and be subject to these Terms and Conditions, together with any terms agreed in the letter of appointment which confirms the entire scope of Services to be provided;
- “Principal Designer” has the same meaning as specified in the Construction (Design and Management) Regulations 2015;
- “Proposal” means our proposal to carry out the Services and/or provide associated products, which unless otherwise stated, remains open for acceptance for a period of 30 days;
- “Services” means the services to be carried out by us as detailed in our Proposal and confirmed in our letter of appointment and includes associated products;
- “Term” means the term of this Contract as defined in clauses 2 and 13.
Unless the context otherwise requires, each reference in these Terms and Conditions to:
- “we”, “us” and “our” is a reference to the Company;
- “writing” and “written” includes emails and similar communications;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
- a clause is a reference to a clause of these Terms and Conditions;
- a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.
Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
- The Contract is formed as soon as we receive Acceptance, and includes the acceptance of these Terms and Conditions, which shall apply between you and us. Upon Acceptance, we will issue our letter of appointment, confirming the Services to be provided. No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.
- The Contract will be either:
- on a one-off basis for the duration of the project (plus a 10% time allowance either side of the project programme – after which time, we will be entitled to charge for additional costs);
- for a fixed minimum Term of 12 months; or
- on an ongoing rolling annual basis. The Contract duration will be outlined in our Proposal.
- If the Services are on an ongoing rolling basis, they will continue for the minimum agreed Term and thereafter the Contract will be automatically renewed, with the exception of the price, on the same Terms and Conditions as set out in this Contract on a rolling 12 month basis unless a written notice to terminate is given by either party in accordance with clause 13 below. We will notify the Client of any such price increase in accordance with these Terms and Conditions.
Documentation and Advice
- All reports, procedures and documentation we prepare will be based on information provided to us at the time by the Client and will be legally accurate as at the date of their preparation. We cannot be held liable for any delays, errors, discrepancies or any other adverse consequences where the Client has provided incorrect information or has failed to provide information necessary for us to provide our professional advice.
- We may provide an action plan for implementing our recommendations and it is the Client’s responsibility to ensure these recommendations are implemented correctly and fully.
- We may provide the Client with templates and/or checklists for documentation. These will be based on information provided to us at the time and may contain sections which the Client will need to complete. Our Code of Conduct will outline which documents the Client can or cannot change, and what the Client is entitled to do with such documents. We are not responsible for any sections completed, altered or deleted by the Client. If we have authorised the Client to make any amendments to any documentation provided by us, it is the Client’s responsibility to check the amendments made are appropriate and that the amended documentation still conforms to current UK law.
- Any documentation we may provide will be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.
- Both parties agree to use all reasonable endeavours to meet any given response times as set out in our Code of Conduct. However, any such response times we may provide are done so in good faith and are estimates only. Time will not be of the essence in the performance of our Services.
- Our normal working hours are Monday – Friday, 8.30am – 5pm excluding public holidays. We are also closed between Christmas and New Year. Services or visits required outside of these times will incur additional costs.
- Under the Construction (Design and Management) Regulations 2015, a Principal Designer is required if a construction project involves more than one contractor. We expressly forbid any Client from referring to us as the Client’s appointed Principal Designer unless:
- we have expressly authorised this in writing; and
- payment has been received by us from the Client, or the Client has signed up to our chosen recurring payment system, for the provision of Services that include our role as Principal Designer.
Competent Person (for Health and Safety advice and assistance)
- We are qualified to supply Competent Persons to assist Clients with health and safety law requirements. We will specify in our Proposal whether this applies to the Contract.
- However, we expressly forbid any Client from referring to us or any individual working for us as the Client’s Competent Person unless:
- we have expressly authorised this in writing; and
- payment has been received by us from the Client, or the Client has signed up to our chosen recurring payment system, for the provision of Services that include our role as the nominated Competent Person.
- We will confirm in writing if the above provisions of clauses 6.2.1 and 6.2.2 have been met and only then can the Client use our company name or the name of an individual working for us as their designated Competent Person.
- We will provide the Client with a lead consultant, however, we cannot guarantee this same consultant will always be available and we will provide a suitable substitute in this event.
- Where we have agreed to provide training, this must be paid for in full no later than 7 days in advance of the relevant training session. Should payment not be received within this timeframe, we reserve the right to cancel the training session and shall charge for any costs incurred.
- The Client shall be entitled to substitute delegates without penalty, provided we are advised of this a minimum of 7 days in advance of the relevant training session. Any increase or decrease in the number of delegates may result in additional costs being levied and/or the cancellation of the training session, which will be subject to the cancellation provisions in clause 7.6 below.
- The Client is responsible for the delegates at all times. However, should the behaviour of a delegate prove disruptive at any stage during the provision of the Services, at our sole discretion, we shall be entitled to request the immediate removal of said delegate from this and any future session.
- Unless specifically stated to the contrary in our Proposal, the Client is required to provide the facilities required for us to carry out the training services.
- Where we are responsible for providing the facilities, these shall be charged for at cost, plus administration fees, and shall become due for payment immediately. In addition, the Client must advise us in advance of any special requests, such as disability access and any dietary requirements.
- No refunds will be issued, should the Client cancel or reschedule any training session.
Fees and Payment
- The Client agrees to pay the fees as detailed in the accepted Proposal in accordance with these terms of payment.
- In addition, we will charge to the Client our reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
- The Client will pay for any additional services provided by us that are not specified in the Contract. These additional services will be charged in accordance with our current, applicable rate in effect at the time of performance, or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.
- We reserve the right to request a deposit up front before the Services commence. If so, this will be detailed in our Proposal and must be paid before any works will be carried out.
- All invoices are payable in pounds sterling by cheque, bank transfer or via our chosen recurring payment system, without set-off, withholding or deduction, strictly within 30 days from the date of invoice, unless otherwise agreed. Training is payable in advance in accordance with clause 7.1 above.
- All sums payable under the Contract are exclusive of VAT at the current rate or any other tax (except corporation tax), for which that Party shall be additionally liable. Any amendment to the standard VAT rate will be notified in writing and subsequent payments adjusted accordingly.
- The time of payment shall be of the essence. If the Client fails to make any payment on the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the Services, suspend any permissions granted under clauses 5.1 or 6.2 where applicable, and charge the Client interest at a rate of 8% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.
- The Client agrees to:
- make payments to us in accordance with clause 8;
- provide us with any information, and assistance relating to the Services as we may reasonably require within sufficient time to enable us to perform the Services in accordance with the Contract;
- appoint a primary contact to act as the Client’s representative to liaise with us in connection with the Services;
- carry out any preparatory and follow up work as instructed by us; and
- adhere to the provisions of Regulation 7 of The Management of Health and Safety at Work Regulations 1999.
- If the Client fails to meet any of the provisions of clause 9.1 above, without limiting our other rights or remedies, we shall:
- have the right to suspend performance of the Services until the Client remedies the default (and/or terminate the Contract in accordance with clause 13.4.3 below);
- not be held liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and
- be entitled to claim for any costs or losses incurred by us arising directly or indirectly from the Client’s default.
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