Terms & Conditions

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

1 DEFINITIONS

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

Specification;

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

Service Specification;

1.6 “Supplier” means The headings contained in these Terms are for the convenience only and do not affect their

interpretation.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the

Customer.

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

Supplier.

2.5 The Supplier should take full due diligence on the sub-contractors that carry out assessments and surveys

On behalf of the Supplier.

2.6 EWS1 forms will only be signed by a person who is a fully qualified fire engineer.

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 21 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 All fees quoted are exclusive of VAT but is inclusive of the services as laid out in the Service

Specification.

3.4 All Subscription Fees are payable by monthly Direct Debit.

3.5 No payment will be deemed to have been received until the Supplier has received the Subscription Fee in

cleared funds.

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

additional costs.

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

terms.

6 WARRANTY

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

practices.

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.

7 INDEMNIFICATION

7 Supplier shall indemnify Customer against any claim that the normal use of the Services infringes the Intellectual Property Rights of any third party.

Customer shall indemnify and hold Supplier harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that

Customer’s use of the Services in breach of this Agreement infringes the Intellectual Property Rights of any 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 each party to the other 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 either party 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

either party incurring such a loss.

8.3 Nothing in these Terms and Conditions shall exclude or limit either party’s liability for death or personal

injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

9 TERMINATION

Either party may terminate this agreement by giving one month’s notice in writing and, at the Supplier’s

discretion, without refund of the extra 50% fee charged.

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

so;

9.2 the other party commits a material breach of this Agreement which cannot be remedied under any

circumstances;

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 immediately 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

such events.

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. All sub-contractors working on behalf

are liable for any damage to any customers property and for the correctness of any written work that they produce

on behalf of a Westminster Compliance customer

13 ASSIGNMENT

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.

14 SEVERABILITY

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.

15 WAIVER

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.

16 NOTICES

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.