Terms & Conditions

Standard Terms and Conditions for Supply of Services of Westminster Compliance LLP

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

2. Our Obligations

2.1     We will provide the Services to you with effect from the Start Date.

2.2     We will provide the Services with reasonable skill and care.

2.3     We will act using the information with which you have provided us.

2.4     We will be responsible for ensuring that we comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5     If the Services include the provision of information supplied by you for any purpose, you warrant, acknowledge and agree:

2.5.1    to verify that all information you have supplied to us, in relation to that aspect of the Services, is accurate in all respects;

2.5.2    that you will confirm the accuracy and completeness of all documents produced using the Services before submitting such documents to any third party; and

2.5.3    whilst we will use our best endeavours to produce accurate documents, the final obligation for their accuracy rests with you and that we have no liability if they are incorrect in any way.

3.  Your Obligations

3.1       If we need more information from you and send a request for that information, you will supply it to us without delay.

3.2       You will obtain all and any consents, licences or other permissions that are needed from any third parties such as landlords, planning authorities, local authorities or similar and you acknowledge that the provision of information by us does not mean that any Project you wish to undertake will obtain such consents, licences or other permissions.

3.3       Any delay in the provision of the Services resulting from your failure or delay in providing us with information will not be our responsibility or fault.

3.4       Where you ask us to produce documents, policies, reports or other material for you which bear your information, trade name, trademark, logo or other information, you warrant that you have the absolute unfettered right to use such items and you agree that we have a licence to use the same:

3.4.1    for the purpose of producing such material for you; and

3.4.2    without payment therefor, for the purpose of promoting the service we offer and that we may use your trademark, trade name and logo on the Site and in any other marketing material we create.

3.5       You acknowledge and agree that all documents, policies, reports and other matter we may produce for you, from time to time, and all intellectual property rights therein are, and will remain, our property and that you have a licence to use such matter only in connection with your Health and Safety Legislation requirements.  We retain permanent copyright and intellectual property rights over all materials we produce.

3.6       Should any information which you have supplied to us change at any time, you will advise us of such change.

3.7       The implementation of any Health and Safety Legislation requirements for your company remains your responsibility at all times.

4. Fees and Payment

4.1       You will pay the Fees to us in advance or, if we invoice you, within seven days of such invoice unless we have agreed alternative arrangements with you, and you have provided us with a Purchase Order.

4.2       If you don’t pay any Fee when it becomes due, we will stop providing the Services until you do pay us and we will have no liability if you suffer any loss as a result.

4.3       If you do owe us any monies under the terms of the Agreement and they remain unpaid for more than seven days we may charge you interest on a daily basis at 6% above the base rate of HSBC PLC from time to time until you pay us all sums due in full.

4.4       We may charge you any reasonable expenses we incur in relation to the delivery of the Services, even if such expenses are not shown in the Statement of Work.

4.5       If you don’t use part of the Services we provide you will not be entitled to any refund of the Fee or any part of it.

4.6       Unless otherwise stated, our Fees are subject to VAT.

4.7       Any Fees for subscriptions are payable by monthly direct debit unless we have agreed alternative arrangements with you and you have provided us with a Purchase Order.

4.8       If you terminate any subscription, all outstanding fees shall become due and payable immediately and those fees shall be calculated on the basis that, if the cost of the Services has not been covered by the payments we have received to the date of termination, you will owe us the difference.

5. The Services

5.1       The Services we provide use industry standard measures and methods but they may not match the standards and methods you apply and can only be as accurate as the information you supply to us. For that reason, you agree:

5.1.1    to verify all policies we provide with those that you require;

5.1.2    to ensure that you are aware of the nature and effect of all policies that we suggest before you use them;

5.1.3    to use your own judgement to verify that our suggestions will work in your environment.

5.2       As we operate a policy of continual improvement we have the right to update and change the systems we apply in providing the Services we offer and the methods we may suggest,.

5.3       Any time estimates we may suggest for provision of the Services or response to any enquiry you may make are estimates only and we cannot guarantee any specific response time and time is not of the essence in this respect.

5.4       The provision of any official statements or documents needing an authorised signature will be signed by such signatory.

5.5       We and you may agree changes to the Statement of Work, from time to time, but such changes must be agreed by both you and us and may be the subject of an additional Statement of Work.

6. Records

6.1       We will retain details of all Projects and Services you have asked us to assist with where that assistance results in the provision of an estimate of any sort subject to the provisions of this Clause 6.

6.2       As long as you subscribe to the Services we offer and pay all Fees which are due in respect of them, we will retain full details of all information you have supplied to us and the product of that information which has been created by the Services we provide.

6.3       If you cease to subscribe to the Services we offer or fail to pay the Fees which are due to us, we have the right to remove all information and data we are keeping on your behalf and to destroy it.

7. Liability, Indemnity and Insurance

7.1       You understand and agree that we will have no liability to you if you provide us with information which is inaccurate or incomplete.

7.2       We will have in place at all times suitable and valid professional indemnity and public liability insurance.

7.3       Our total liability for any loss or damage caused as a result of our negligence or breach of the Agreement shall be limited to the cover provided by our professional indemnity policy.

7.4       We will not be liable for any loss or damage you suffer that results from your failure to follow any instructions we give you and we will not be liable to compensate you for special damages, loss of profit or opportunity, indirect or consequential loss.

7.5       Nothing in these Terms and Conditions or in the Agreement shall limit or exclude our liability for death, personal injury or fraud.

7.6       Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

8. Confidentiality

8.1       We undertake that, except as provided by sub-Clause 8.2 or when you authorise us in writing, we shall, at all times during the continuance of the Agreement and after its termination:

8.1.1    keep confidential all Confidential Information;

8.1.2    not disclose any Confidential Information to any other party;

8.1.3    not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

8.1.4    not make any copies of, record in any way or part with possession of any Confidential Information; and

8.1.5    ensure that none of our directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by us, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of these Terms and Conditions.

8.2       We may:

8.2.1    disclose any Confidential Information to:

8.2.1.1    any sub-contractor we use to supply the Services;

8.2.1.2    any governmental or other authority or regulatory body; or

8.2.1.3    any of our employees or officers,

to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law.

If we need to disclose Confidential Information under the terms of this clause we will first inform the person, party or body in question that the Confidential Information is confidential and (unless the disclosure is to any such body under sub-Clause 8.2.1.2) obtain from them a written confidentiality undertaking (in similar terms to this clause); and

8.2.2    use any Confidential Information for any purpose, or disclose it to any other person, if, after the date of the Agreement, it becomes public knowledge through no fault of ours.

8.3       The provisions of this clause shall continue in force even after the Agreement has ended.

9. Force Majeure

Neither you nor we shall be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of the Party in default.  Such causes might include, but are not limited to: power failure, internet contractor failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond our or your control.

10. Term and Termination

10.1     The Agreement will start on the Start Date and shall continue for the period you specified in the Statement of Work, subject to the following provisions.  If you have chosen a subscription Service the term of the Agreement will be 12 months and will automatically renew at the end of that period for a term which will expire when we or you give 30 days’ notice of termination to the other.

10.2     We may immediately terminate the Agreement by giving written notice to you if:

10.2.1   you owe us any money under these Terms and Conditions and do not make payment of that sum within 28 days;

10.2.2   you break any of these Terms and Conditions and, if the breach is capable of remedy, fail to remedy it (in all respects) within 28 days after we give you written notice asking for the breach to be remedied;

10.2.3   in our reasonable opinion any attendee at any training session included as part of the Services is behaving in a manner which disrupts or is intended to disrupt any such session or acts in any manner which does not respect any other attendee or which could reasonably be assumed to be prejudicial to such other employee;

10.2.4   you make any voluntary arrangement with your creditors or, being a company, become subject to an administration order (within the meaning of the Insolvency Act 1986);

10.2.5   you have a bankruptcy order made against you or, if you are a company, go into liquidation; or

10.2.6   anything similar to any of the above under the law of any jurisdiction occurs in relation to you.

10.3     The right to terminate the Agreement shall not prejudice any other right or remedy we may have in respect of the breach concerned (if any) or any other breach.

10.4     On termination, all outstanding fees will become payable immediately.

11. Effects of Termination

Upon the termination of the Agreement for any reason:

11.1     all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;

11.2     termination shall not affect or prejudice any right to damages or other remedy which the Party terminating the Agreement may have in respect of the event giving rise to the termination or any other right to damages or other remedy which a Party may have in respect of any breach of the Agreement which existed at or before the date of termination;

11.3     subject as provided above and except in respect of any accrued rights, neither you nor we shall be under any further obligation to the other;

11.4     we will cease to provide the Services on the date the Agreement is terminated;

11.5     in the event of termination under sub-Clause 10.2.3 the entire Fees payable for the Services, which have been terminated, will become immediately due and payable.

12. No Waiver

If you or we fail or delay in exercising any of your/our rights under the Agreement that failure or delay will not be a waiver of that right, and no waiver shall be deemed to be a waiver of any further breach of the same or any other provision.

13. Assignment and Sub-Contracting

13.1     Subject to sub-Clause 13.2, the Agreement is personal to you and you may not assign, mortgage, charge or sub-license or otherwise delegate any of your rights thereunder, or sub-contract or otherwise delegate any of your obligations thereunder without our written consent.

13.2     We may use suitably qualified and skilled sub-contractors to help us perform the Services.

14. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between you and us other than the contractual relationship expressly provided for in the Agreement.

15. Third Party Rights

No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

16. Notices

16.1     All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2     Notices shall be deemed to have been duly given when sent by email to the last known email address of the Party in question.

17. Entire Agreement

17.1     The Agreement (constituting these Terms and Conditions, the Statement of Work and the Cookie and Privacy Policy) contains the entire agreement between you and us and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

17.2     Each of you and us acknowledges that, in entering into the Agreement, we do not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

18. Severance

If one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.

19. Law and Jurisdiction

The laws of England and Wales will apply to the Agreement and any dispute between you and us will fall within the jurisdiction of the courts of England and Wales.