Terms & Conditions
Standard Terms and Conditions for Supply of Services of Westminster Compliance LLP
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Service
1.2 “Customer” means the organisation or person who purchases services from the Supplier;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade
marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Service Specification” means a statement of work, quotation or other similar document describing the
services to be provided by the Supplier;
1.5 “Subscription” means an agreement between the Customer and Supplier for services as laid out in the
1.6 “Supplier” means Westminster Compliance LLP, 5 Elstree Way, Borehamwood, Herts, WD6 1SF
The headings contained in these Terms are for the convenience only and do not affect their interpretation.
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Service
Specification which shall specify the services to be performed and the fees payable. The Customer shall
notify the Supplier immediately if the Customer does not agree with the contents of the Service
Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames
but time shall not be of the essence in the performance of any services.
2.4 Acceptance of a quotation by e-mail and/or the receipt of an initial payment by the Supplier is taken as
acceptance of the terms of contract and enters a Customer into a contractual arrangement with the
3 FEES AND PAYMENT
3.1 The fees for the performance of the services are as set out in the Service Specification. The Supplier shall
invoice the Customer for the services as agreed in the Service Specification.
3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier shall be
entitled to charge interest on overdue invoices from the date when payment becomes due from day to day
until the date of payment at the rates per annum as described in The Late Payments of Commercial Debts
(Interest) Act 1998 as amended and supplemented by The Late Payments of Commercial Debts Regs
2002 above the base rate of the Bank of England. In the event that the Customer’s procedures require that
an invoice be submitted against a purchase order to payment, the Customer shall be responsible for
issuing such purchase order before the services are rendered.
3.3 The Subscription Fee is exclusive of VAT but is inclusive of the services as laid out in the Service
3.4 All Subscription Fees are payable by monthly Bankers Standing Orders.
3.5 No payment will be deemed to have been received until the Supplier has received the Subscription Fee in
3.6 All outstanding sums shall be due immediately if the Subscription is terminated by the Customer for any
reason detailed in clause 11.
4 CUSTOMER’S OBLIGATIONS
4.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
4.1.1 co-operate with the Supplier;
4.1.2 provide the Supplier with any information reasonably requested by the Supplier;
4.1.3 provide the Supplier with any information relating to any change of circumstance in the Clients
organisation which may include any of the following; type of trading, addition of operations,
acquisition of new machinery and/ or equipment, additions to and / or new premises, changes to
staff levels etc. This list is not exhaustive.
4.1.4 obtain all necessary permissions and consents which may be required before the
commencement of the services; and
4.1.5 comply with such other requirements as may be set out in the Service Specification or otherwise
agreed between the parties.
4.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a
result of the Customer’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer
unlawfully terminates or cancels the services agreed to in the Service Specification, the Customer shall be
required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party
costs to which the Supplier has committed and in respect of cancellations on fewer than five working days’
written notice the full amount of the services contracted for as set out in the Service Specification, and the
Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance
of doubt, the Customer’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a
cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or
commit anything which prevents or delays the Supplier from undertaking or complying with any of its
obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
4.4.2 if applicable, the timetable for the project will be modified accordingly;
4.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for
5 ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations
in the scope of services to be provided under this Agreement shall be set out in the Service Specification,
which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the
Supplier. On receipt of the request for alterations the Supplier shall, within 10 working days or such other
period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such
alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 The Supplier may at any time execute new Service Specifications should the Customer fail to comply with
any obligations under Clause 4. The alterations shall, take effect within 10 working days or such other
period as may be agreed between the parties. The Supplier will advise the Customer in writing of the effect
of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.4 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms
different to those already agreed between the parties, the Customer shall, within 10 working days of
receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by
notice in writing whether or not it wishes the alterations to proceed.
5.5 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different
to those already agreed between the parties, and the Customer confirms in writing that it wishes the
alterations to proceed on those terms, the Service Specification shall be amended to reflect such
alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended
6.1 The Supplier warrants that the services performed under this Agreement shall be performed using
reasonable skill and care, and of a quality conforming to generally accepted industry standards and
6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether
express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be
provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may
incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this
Agreement, including any claims brought against the Supplier alleging that any services provided by the
Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other
similar right of a third party.
8 LIMITATION OF LIABILITY
8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability
of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or
not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
8.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss
of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even
where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of
the Customer incurring such a loss.
8.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal
injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this agreement with immediate effect by notice in writing and, at the Supplier’s
discretion, without refund of the extra 50% fee charged (if the Supplier is named as the Customer’s
external health and safety advisor in the agreement) if:
9.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being
remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do
9.2 the other party commits a material breach of this Agreement which cannot be remedied under any
9.3 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;
9.4 the other party ceases to carry on its business or substantially the whole of its business; or
9.5 the other party is declared insolvent, or convenes a meeting of 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.
9.6 Any guarantee provided by the Supplier becomes immediely null and void on termination of any contract
held with a Customer.
9.7 Where a subscription service has been purchased and the cost of the service spread over an agreed
number of months, the Customer is obliged to pay for the outstanding cost of the work carried out if the
number of payments has not been sufficient to cover this cost.
10 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement
shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall
do all that is reasonably necessary to ensure that such rights remain vested in the Supplier by the
execution of appropriate instruments or the making of agreements with third parties. The Supplier retains
permanent copyright and intellectual property rights over all materials it produces.
11 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, 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
12 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to
bind the other to any third party or act in any way as the representative of the other, unless otherwise
expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage
sub-contractors to provide all or part of the services being provided to the Customer and such engagement
shall not relieve the Supplier of its obligations under this Agreement.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this
Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of
competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall
continue in full force and effect as if this Agreement had been agreed with the invalid illegal or
unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and
Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all
Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post
to the address of the other party given in the Service Specification or such other address as such party
may from time to time have communicated to the other in writing, and if sent by email shall unless the
contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be
served on receipt of an error free transmission report, if given by letter shall be deemed to have been
served at the time at which the letter was delivered personally or if sent by post shall be deemed to have
been delivered in the ordinary course of post.
17 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and
supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless
expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed
by both parties.
18 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
19 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties
hereby submit to the exclusive jurisdiction of the English courts.
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“ I would just like to pass on my sincere thanks and appreciation for the help, advice, knowledge and professionalism of Westminster Compliance, and the speed of turnaround of each of our document submissions. I would not have been able to do it without you both, thank you. Good News, we passed first time again this year and received the certificate yesterday. ”Linda Egan A1 Instalec
“ Despite your reassurances and confidence that nothing bad would result from this unfortunate incident, we were worried throughout the time the legal people were writing rather nasty letters. We will always trust your judgement and will always want you to look after our health and safety arrangements. ”AGP Cleaning Services
“ As I do not enjoy administration and paperwork, my sincere thanks go to the Westminster Compliance admin team for taking care of this for us. ”Cyril Smith Fencing Ltd
“ Thanks to all the team at Westminster Compliance whose guidance and regular contact gives GCS reassurance with all health and safety issues. ”GCS London Limited
“ Thanks for making available this low cost and extremely efficient system for training my staff. ”GBE Installations Limited
“ Westminster Compliance helped us with everything that I requested along with further requirements that I did not realize I needed and all within the original price quoted. ”Gordon Homes
“ We wanted to have health and safety arrangements in place but never realised the effect this manual would have on gaining new business. ”Neil Egleton Our Heritage Tree Services Ltd
“ Knowing that you can take care of many aspects of training in various ways and at the right price makes my working life so much easier. ”Fabrice Monet Therapy and Education Ltd