Terms and Conditions
TERMS OF PAYMENT
Initial invoices are payable on presentation and all subsequent invoices will be due no later than 30 days from the date of receipt by the client of a correctly submitted invoice.
Late payment may be subject to additional interest at 30% per month calculated from the date the payment becomes due until the date it is paid.
TITLE AND PROPERTY OF GOODS
Any goods supplied to the client, or purchased on their behalf, shall remain the property of BHS LTD until full payment has been made. The client shall undertake the risk in respect to all such goods upon delivery and will ensure that they are adequately insured.
BHS LTD retain the right to withhold documentation, goods or services until full payment has been received.
1. COPYRIGHT
BHS LTD will retain all copyright and intellectual property rights with respect to any documentation, including, on site safety plans, training manuals etc. supplied. Under no circumstances shall the client supply, lend, share, copy or sell documentation or intellectual property to third parties or related company’s without the written permission of the Directors of BHS LTD.
Notwithstanding the foregoing, all rights in procedures and other documentation produced by BHS LTD specifically for the client and/or which are based on information provided by the client shall vest in the client, and notwithstanding the clause entitled “Confidentiality”, the client may disclose such procedures and other documentation to its affiliates and auditors or any HM Inspector.
PROVISION OF INFORMATION
The client shall provide BHS LTD with all information with respect to their undertaking in so far as may be necessary to enable BHS LTD to fulfil its contractual obligations with respect to the services provided under said contract.
Failure to provide such information within reasonable time scales may invalidate the contract and BHS LTD may cease the contract (See contract period).
CONFIDENTIALITY
Any information provided by the client shall be treated as highly confidential and no aspect of the clients undertaking shall be disclosed by BHS LTD to any third party without the express written permission of the client.
Information may be stored both electronically and manually at BHS LTD’s head office.
Information provided to the client through the services of BHS LTD shall be given in strict confidence and should not be passed to any third party by the client or any of their representatives without the express permission of BHS LTD.
The obligations of confidentiality under this clause shall apply for a period of five years from the date of expiry or termination of the contract but shall not apply in respect of any information (a) in the receiving party’s possession (with no restriction on disclosure) prior to receiving it from the other party, or (b) which is or later becomes public knowledge other than by breach of this clause, or (c) which a party hereto may independently receive from a third party with no restriction on disclosure or (d) which a party is obliged to disclose by operation of law.
LIABILITY
BHS LTD operate strictly in an advisory capacity but in doing so they shall exercise all reasonable skill, care and due diligence and shall perform the services specified in the offer in accordance with good professional practice.
The liability of BHS LTD is restricted to matters which are entirely under their control and to those specific services referred to in the original offer.
All services and advice supplied are provided in good faith and on the basis of information provided by the client. Whilst every effort is made to ensure its accuracy, the provision of such services or advice provided under this contract can not relieve the client from their own statutory obligations under UK Health and Safety Law.
BHS LTD shall not be liable for the actions of the client, (or their employees) if the client:
a) Fails to inform/update BHS LTD of any activity, change of programme or methodology which may affect the safety of the works.
b) Fails to implement BHS LTD’s recommendations.
c) Implements procedures contrary to BHS LTD’s advice, or fails to seek appropriate and timely advice prior to implementation.
The client shall remain responsible for the information it provides to BHS LTD.
BHS LTD, shall at their own cost, obtain and maintain the following insurance’s with reputable insurers:-
a) Public liability insurance with a limit of not less than £1 million any one occurrence;
b) Employer’s Liability Insurance as required by applicable laws;
c) Professional indemnity insurance with a limit of not less than £500,000 per claim
The above policies shall remain in full force and effect during the term of the contract and in the case of Professional Indemnity insurance, for a period of three years after the termination or expiry of the contract.
Upon request, BHS LTD shall provide evidence of the above policies in the form of a certificate or a copy of the policy.
CONTRACT PERIOD
This contract shall be effective for the duration of the SLA, handover of all completed documentation relating to any safety file for the works, or such longer period as specified in the original offer. At such time the contract shall terminate unless extended by written agreement between the parties and all outstanding fees, including any retainers or balancing payments will become due.
This contract may be terminated by either party in writing assuring a minimum one-month notice, following completion of, or full payment for, the fixed fees period.
All terms and conditions (including payment of fees) contained within this contract and any quotation letter shall remain in force for the entire duration of the contract except, subject to agreement of both parties, where special provisions or other amendments are made in writing and countersigned by both parties.
SAFETY AND SECURITY
When performing services on the client’s premises, BHS LTD shall abide by client’s site regulations regarding safety and security.
APPLICABLE LAW
This contract shall be construed in accordance with the laws of England and subject to the exclusive jurisdiction of the English courts.