Terms & Conditions

Website Use

By accessing this website you agree to be bound by these terms and conditions. Northern Safety reserve the right to vary or amend these terms and conditions at any time. This website is provided on an “as is” and “as available” basis without any representation or endorsement.

Although we will use reasonable endeavours to verify the accuracy of the information in this web site, Northern Safety does not make any warranties, express or implied, in relation to its accuracy. Furthermore, Northern Safety cannot accept responsibility for any errors or omissions and reserve the right to vary, amend or cancel any of the arrangements featured on this website should they find such alterations necessary.

You acknowledge and agree that the material and content contained within this website is made available for your own personal non-commercial use only and that you may not copy or otherwise use the material for any other purpose.

You further acknowledge and agree that all rights, the material and content of this website are owned by or licensed to Northern Safety. You undertake not to copy, store, distribute or alter any part of this website without the prior written permission of Northern Safety or in accordance with the Copyright, Designs and Patents Act 1988.

Terms and Conditions of Business

1. Basis of Agreement

1.1.

These terms and conditions are provided to support the agreement made with The Client. Together they will indicate to The Client, as clearly as possible, the standard of service The Client can expect from us including the amounts and how, The Company will charge for the records The Company provide, the work The Company do, the service The Company provide and the training The Company deliver.

1.2.

When ‘The Company’ and ‘us’ are used in these terms and conditions they mean Northern Safety Limited, a limited company operated in England and Wales.

1.3.

Services will be provided in accordance with

• the Specification in the Schedule to the Client,
• to the proposal accepted by the Client or
• the training content as determined by awarding organisation, Northern Safety Limited or as agreed with the Client if bespoke.

1.4.

In consideration for the Client paying the Fee, subject to the provisions of the Agreement, if not already agreed, the Company and the Client shall agree the time and place for the performance / delivery of the Services subject to the availability of the Company’s staff and agents. Whilst the Company agrees to use its best endeavours to fulfil such commitments to the Client on the timing and the scope, performance cannot be guaranteed in either respect.

1.5.

The Company shall use reasonable endeavours to complete the Services including the provision of data, materials or reports agreed by contract, by the dates specified in the Specification / Agreement.

1.6.

The services shall be performed by such employees, sub-contractors or agents that the Company may choose as most appropriate to carry out the Services as set out in the Agreement / Course content.

2. Correspondence

2.1.

The Company will act in The Client best interests and retain confidentiality at all times unless The Client authorise us to discuss The Client case with a third party. The Company will abide by the Data Protection Act and the GDPR Regulations.

2.2.

The Company will endeavour to deal promptly with all The Client enquiries, those of The Client representatives and any other parties who have been identified within the agreement.

3. Responsibility

3.1. Northern Safety Limited (NSL)

3.2.

The work will be conducted by Northern Safety Limited employees or those that The Company appoint on our behalf. Whilst The Company will retain continuity of person for service, The Company also need to consider business risk and best fit for The Client business and activities and hence there will be requirement to change as necessary to provide the best service to The Client. Overall supervision of the Agreement is undertaken by a Director or Senior Manager.

The Client

3.3.

During the performance of the Services the Client will:

• co-operate with the Company as the Company reasonably requires;
• meet the requirements of the contract including where applicable (eg for attainment of qualification or when being face fit tested), also meet those expectations and requirements of the awarding organisation endorsing the qualification and any health and safety regulations:
• actively participating in sessions and delivery to achieve the required outcomes:
• provide the information and documentation that the Company reasonably requires;
• make available to the Company such facilities and resources as the Company reasonably requires to complete training or consultancy; and
• ensure that the Client’s staff and agents co-operate with and assist the Company.
• ensure that the Company and his employees / agents are made aware of all information and instruction as applicable to the Client and their representatives or infrastructure / premises and sites relating to health, safety, reasonable adjustments, welfare, environment and security.
• shall include not only access to such facilities and resources but also the use of them to the extent required by the Company in order to perform the Consultancy Services. ‘Facilities and resources’ means working space, training room, computer equipment, access to the internet and the Client’s computer network, telecommunications system, human resource, plant, equipment and machinery, PPE / RPE, etc,
• The Client will not charge for the Company’s use of the facilities and resources made available by the Client. If the Client does not provide the Facilities and / or resources that the Company reasonably requires (and within the time period) to perform the Consultancy Services, then any additional costs and expenses which are reasonably incurred by the Company will be paid by the Client.
• It is considered that by signing the contract or returning the joining instructions for inclusion on the course, the Client has entered into an agreement and fully understands the terms and conditions having read them.

4. Site Visits and Audits

4.1.

Where the Services covers the provision of a site visit or any other inspection or audit which involves visiting the Location (“the Visit”), the Parties shall initially agree a date for the Visit (“the Agreed Delivery Date”).

4.2.

The Client has a right to postpone a Site Visit up to four weeks prior to the Agreed Delivery Date, provided that the Client gives a list of at least six alternative dates for the rescheduled visit in the two-month period following the Agreed Delivery Date. The Client may only postpone this visit on one occasion.

4.3.

In the event of cancellation of a visit or any further postponement or cancellation of a Site Visit having agreed a new date as previously stated above, the Fee in respect of the services to be provided shall remain payable in full and the Company shall have no further obligation to provide a Site Visit or to provide any related services. The Fees under the terms of the Agreement shall however remain payable in full.

4.4.

The Company reserves the right to defer the Agreed Delivery Date or to cancel the Agreement without liability to the Client if it is prevented from or delayed in providing the services by any cause beyond its reasonable control (which includes explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, local or other authority, strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or agents or of a third party), transportation delays or failures or staff illness or accident. In such circumstances, the Client may give written notice to cancel the agreement if the cause in question continues for a continuous period in excess of 90 days but in any event shall remain liable to pay for services delivered or supplied prior to such cancellation.

5. Use of sub-contractors

5.1.

The Company is permitted to use other persons to provide some or all of the Services unless stated otherwise in the Specification.

5.2.

The Company shall be responsible for the work of a sub-contractor whose work shall be undertaken to the same standard as agreed by the Parties. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which they trade, and which are more restrictive than the provisions in this Agreement. Where the terms and conditions of a sub-contractor are more restrictive or exclusory than the provisions of this Agreement, the Parties agree that work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Agreement.

6. Ownership of intellectual property

6.1.

All intellectual property rights (including copyright) in all information and materials (including but not limited to copies of reports, risk assessments, policy documentation and related materials, audits, etc) provided to the Client in connection with our services (the “Materials”) shall belong to and shall remain the exclusive property of the Company. Nothing in this Agreement shall pass to the Client any rights of title or ownership in such intellectual property rights.

6.2.

The Company grants to the Client a right to use and distribute the Materials that it provides to the Client within its own organisation and to make further copies of the Materials and to use and distribute those copies, provided that the Materials are not distributed outside of the Clients organisation and the Company’s name and copyright notice remains on all copies of those Materials, unless otherwise agreed in writing with the Company.

6.3.

The Company does not grant to the Client any licence (whether exclusive or otherwise) to modify, adapt, re-use or otherwise copy or incorporate all or part of the Materials (including the layout and design thereof) for use in other materials or publications.

6.4.

The Company may, where agreed, provide an inspection report upon the Client’s Management and Systems. Unless otherwise specified in the Specification / Agreement:

• the Client will be entitled to one hard copy if requested of any report provided by the Company and shall provide any report in electronic format so that it may be distributed internally by the Client;
• the Client will be entitled to use any reports for their own internal business purposes;
• the Client will not be entitled to publish any reports or sell or make the reports available to third parties (other than to the Health and Safety Executive or otherwise as required by law), or allow any other person to do so without the express written permission of the Company;
• the Copyright and database right (and all other intellectual property rights) in the reports (or any other material created or prepared, whether or not provided to the Client, by the Company in performing the Services) shall belong to the Company.

7. Warranties, liability and indemnities

7.1.

The Company warrants that it will use reasonable care and skill in performing the Services.

7.2.

The Company provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date or any other date, whether stated in the Agreement or the Specification or elsewhere.

7.3.

Except in the case of death or personal injury caused by the Company’s negligence, the liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Fee(s) paid by the Client to the Company under the Agreement. The provision of this clause 7.3 shall not apply to clause 7.5.

7.4.

Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provision of this clause 7.4 shall not apply to clause 7.5.

7.5.

The Client shall indemnify and hold harmless the Company from and against all Claims and Losses arising from loss, damage, liability, injury to the Company, its employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by The Company, its employees, or supplied to the Company by the Client within or without the scope of the Agreement. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

7.6.

Where our employees and contractors have been engaged, by the Agreement, to work at The Client premises or those of The Client Clients or representative, The Client are expected to have controls to prevent incident and accident and hold the relevant insurances to safeguard their health, safety and welfare.

8. The Agreement

8.1.

All consultancy and training will be by written format (i.e The agreement) either confirmation relating to The Company’s document (eg. retainer contract, proposal, course / qualification cost and booking form, etc) or from The Client’s own document (eg purchase order, confirmation e-mail, etc), and once released and any work commences, will be considered contractual and subject to payment for any services completed and expenses incurred.

8.2.

The Agreement, once signed, may only be amended in writing and signed by duly authorised representatives of the Parties.

8.3.

Please note that The Company only accept The Client instructions on the basis that The Company act for The Client in connection with this transaction only and in accordance with the Proceeds of Crime Act 2002, Terrorism Act 2002 and the Money Laundering Regulations 2007. If there is a conflict between The Client and these statutes, regulations or other party then The Company reserve the right to terminate The Client retainer without notice.

9. Waiver

9.1.

No failure or delay by The Company in exercising any right, power or privilege under the Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.

10. Agency, partnership etc

10.1.

The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

11. Severance

11.1.

If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.

12. Charges and Expenses

12.1.

Our proposal or quotation details our charges. The remuneration structure agreed between the Client and the Company may be based on a number of methods, including an ongoing fixed fee, a chargeable time-based / daily rate, or a one-off payment. Where this relates to an annual retainer contract offering scheduled equal payments, details associated with these payments, hourly rates and any agreed expenses and termination periods will be clearly stated.

12.2.

The Client agrees to pay the Company according to the fee structure outlined within the Agreement. Where applicable to consultancy retainer contract on fixed regular monthly payments, fees may be paid in advance of consultancy / training being completed. The Company will ensure that the service is completed in full in accordance with the Schedule by each anniversary.

12.3.

Non-fixed fees are based on the amount of time The Company spend to provide the service appropriate to the Agreement. Unless otherwise provided for in the Agreement, the Client will also need to pay for expenses the Company incurs on The Client’s behalf including but not limited to courier costs, travel expenses (including tolls, parking and other permits, etc), overseas telephone calls, and costs of using services of other professional and other persons, such as specialists or legal professional travelling accommodation, photocopying, postage, event space, catering and audio-visual equipment.

12.4.

The Company also reserve the right to charge fees where delegates do not have the appropriate and suitable PPE / RPE for training courses they attend and where the Company have therefore supplied it.

12.5.

Unless agreed otherwise, in the event of any site being situated outside the Company’s normal operating area (i.e. within 50 mile radius of the registered office), an additional charge for time/travel and if necessary, overnight accommodation at the prevailing rate will automatically be applied. The Company will attempt to notify the Client in advance.

12.6.

Where known in advance or where previously disclosed in writing by the Client to the Company, an estimated cost shall be provided to the Client on request. VAT is payable on these items.

12.7.

The time The Company spend to provide the Service will include (but not be limited to) the following types of activities: meetings with The Client or any of their staff and representatives; drafting agreements and other documents; reviewing and commenting on agreements and other documents; discussing with The Client and other persons agreements and other documents; correspondence; making and receiving telephone calls; attending meetings; training delivery and preparation if bespoke, compliance activities, and any other work undertaken on the project / training delivery.

12.8.

In addition to the time The Company spend The Company also take into account a number of factors which include the complexity of the issues involved in the matter, the speed at which action must be taken, the expertise or specialist knowledge which the matter requires and, if appropriate, the subject matter involved.

12.9.

If The Company need to carry out some unforeseen additional or emergency work to legally or otherwise comply, The Company will inform The Client of this before The Company carry it out, to seek approval and also provide The Client with the estimated cost of carrying it out. This can arise because of unexpected difficulties, undisclosed or omitted activities and / or records pertinent to compliance, The Client requirements changing, circumstances changing during the course of the matter (such as unexpected action or inaction by the other party or parties involved).

12.10.

All rates quoted are for services conducted during normal office operating hours. Performance outside of these hours will therefore incur enhanced rates unless otherwise agreed prior in the Agreement.

12.11.

All expenses are payable for the total chargeable time, i.e. including travel to and from the Client or travel to and from third parties on behalf of the Client.

12.12.

Invoices for expenses will normally be presented monthly. The Company may, at its sole discretion, choose exceptionally to present invoices more or less frequently, to reflect the level of expense incurred.

12.13.

Expenses are reimbursable immediately and the Client accepts that they are not subject to any credit terms or delayed payment clauses that may relate to some or all our professional fees.

12.14.

Allowable expenses are charged to the Client at the gross invoice value. Expenses will be charged inclusive of any VAT (and any other relevant tax) where these are payable by the Company, whether or not the Company may be able to subsequently reclaim any part of these.

12.15.

Any additional charge for incidental expenses such as the cost of telephone and electronic transmission would normally be waived, except where agreed by the Client in advance.

12.16.

The Company’s employees and agents are required to obtain receipts for expenses wherever practical. These are retained by the Company and are available for inspection by the Client upon request.

12.17.

In the event that the Agreement is not concluded for any reason, The Company will charge The Client for completed work /training including any additional costs and expenses and where applicable, any termination period fees detailed within the Agreement.

12.18.

Where agreed by retainer contract, sums will be payable which may result in payment prior to consultancy / training being completed. The Company will offset such payments against the invoices The Company will send to The Client from time-to-time but The Company will notify separately of all consultancy / training completed throughout the contract period so that The Client are aware of what has been completed and when to satisfy the project / order in full.

12.19.

The Company reserve the right to seek payment in advance for proposed services. The Company will clearly inform the Client beforehand where this is necessary.

13. Payment of Fees / Invoices

13.1.

The Company will send the Client an invoice relating to required payments for any services, training delivery and expenses.

13.2.

The payment of Fees shall be made by the Client to the Company within 14 days of the date of the invoice in respect of the Services unless otherwise specified in the Agreement. When making a payment the Client shall quote relevant reference numbers and the invoice number.

13.3.

The Client agrees to make payment by the method stipulated in the contract to the location stipulated in the Agreement. The Company shall be entitled to recover any costs caused by any Client variations in this respect which are not agreed in advance.

13.4.

The Client agrees to pay all government taxes and duties, (e.g. VAT), that may apply to all payments to The Company. If there is a change in type or value during the life of the contract, whether favourable or unfavourable to the Client, the Client will be responsible for them in totality.

13.5.

If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the Agreement, the Company shall be entitled to:

• charge interest on the outstanding amount at the rate of 4% per year above the base lending rate of Yorkshire Bank plc, accruing daily;
• require the Client to pay, in advance, for any Consultancy Services (or any part of the Consultancy Services) which have not yet been performed;
• not perform any further Consultancy Services (or any part of the Consultancy Services).

13.6.

If the Client fails to make any payment then the Company may withhold delivery of any reports, certificates, records, etc and may retain any other documentation and will not be responsible for any inconvenience, loss or damage which may be caused to the Client.

13.7.

If non-payment is for any reason other than a dispute of the amount or overpayment then the Company reserve the right to administer an additional administration charge at £50 plus VAT per item of correspondence which will be accrued to the amount owing and subject to the same terms.

14. Complaints

14.1.

The Company hope that the service provided / training delivered will proceed promptly and smoothly and meet The Client expectations. In the unlikely event of any problem or difficulty arising in relation to consultancy / training delivery or invoicing please telephone or email a Director who will address it through our complaints procedure.

14.2.

If at the conclusion of our internal investigations regarding any complaint The Client are still unhappy The Client may have a right to complain further depending upon the complaint. The Company will advise the routes available at the outcome of it to The Client unless mandatory to do so prior by awarding organisation rules.

15. Confidentiality

15.1.

Each Party (Receiving Party) shall keep the confidential information of the other Party (Supplying Party) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.

15.2.

The obligations of clause 15.1 shall not apply to any information which:

• was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
• is, or becomes, publicly available through no fault of the Receiving Party;
• is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
• was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
• is required to be disclosed by order of a court of competent jurisdiction.

15.3.

This clause 15 shall survive termination of this Agreement.

16. Storage of Papers and documents

16.1.

The Company are entitled to keep all the records and documents generated by them or received from The Client or other persons representing The Client (including original documents and certificates) if any sums owing by The Client to the Company have not been paid at the end of the project / consultancy / training delivery or after the termination of the retainer.

16.2.

The Company normally keep records and documents (paper and electronic) for no more than 6 years (except for those The Client ask us to return to The Client or where statutory regulations supported by signed retainer contract dictate longer). The Company keep the papers on The Clients’ acceptance but unless contracted otherwise, The Company deem that The Company have The Client authority to destroy the papers. However, The Company will not destroy papers The Client have expressly asked us, in writing and within the Agreement, to deposit in safe custody and which are covered by contractual arrangement.

16.3.

The Company do not usually charge to retrieve papers or documents held in storage where The Client provide continuing or new instructions supported by written agreement. The Company may charge (based on the time The Company spend in producing stored papers or documents) for producing them to The Client or to another person at The Client request.

16.4.

A copy of our Data Protection Policy for Clients is available upon request and Customer privacy notice via our website.

17. Termination – Consultancy Agreement

17.1.

Without prejudice to clause 13.4, or to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party (Other Party) in accordance with the terms of this provision and only where the following provisions apply. The notice will take effect as specified in the notice:

• if the Other Party is in material breach of its obligations under this Agreement and where the breach is capable of remedy within 14 days, the Other Party has not remedied the breach within 14 days of receiving written notice which specifies the breach and requires the breach to be remedied; or
• if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
• In these circumstances the Company will also be entitled to have a general lien on all goods and property of the Client that is within the Company’s possession and, following 14 days notice, to dispose of such goods and property in such manner and at such prices as the Company thinks fit and to apply the proceeds towards any outstanding fees and expenses due to the Company.

17.2.

On termination of this Agreement, the Client shall pay for all Consultancy Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Company for the performance of the Consultancy Services prior to the date of termination.

17.3.

The length of contract, terms and conditions for renewal of contract and termination of the contract are set out in the Schedule, proposal or quotation

17.4.

Where consultancy retainer agreement applies, the retainer agreement will be subject to an initial fixed term as defined in the Schedule. Upon completion of the initial fixed term the Company may increase the Fees by giving at least one month’s written notice to the Client before the expiry of the initial fixed term, or any subsequent fixed term, who may then terminate the Contract on giving one month’s prior written notice before the expiry of any fixed term to the Company.

18. Deferment and Cancellation – Training Only

18.1.

The Company reserve the right to cancel consultancy visits and open courses if insufficient numbers apply to attend or due to unforeseen circumstance (eg no resource, pandemic, safety reasons, acts of god, etc). If this should occur, The Company will make every effort to notify The Client within seven days before the start of the course / visit. Courses cancelled will be fully refundable where a suitable alternative course cannot be offered.

18.2.

Should the Client cancel the order for a course / arranged visit the following will be applied,:

• Cancellation more than 30 days prior to the start of the course / visit, Client can rebook course / visit to another vacant position within a reasonable timescale not exceeding 3 months. Any additional charges payable to third parties by The Company do this will be added as surcharges and the Client notified.
• Cancellation within 30 days but more than 14 days of the start date of the course / visit, The Client may rebook for a vacant date not exceeding 3 months from original course / visit date, where available. The Company reserve the right to apply an administration charge equal to 25% of the original full course / visit fee. Further cancellation thereafter of rebooked course / visit will result in the Client being responsible to pay for the course / visit in full plus any additional charges as stated below.
• Less than 14 days prior to the start of the course / visit, the full course / visit fee remains payable.
• Additional charges may be levied should a course / visit be cancelled without at least 24 hours’ notice of the start time. This will include travel time at current hourly rate plus current mileage / travel cost, plus accommodation costs, industry cards, qualifications, specialist PPE or equipment (where applicable).
• Deposits acquired to cover courses or visits where registrations, books, materials, etc are payable in advance by the Company will be non-refundable regardless of the cancellation period given by the Client.
• Third party costs incurred by The Company through cancellation, including hire of equipment or workspace, sub-contractors, additional insurances or statutory inspection, etc will be invoiced and become payable by The Client at cost price.

18.3.

The trainer / facilitator delivering the training course has the right to exclude any delegate if he/she:

• is under the influence of drugs or alcohol;
• is late and therefore does not meet mandatory awarding ictimize on requirements or will be disadvantaged to attaining the qualification / covering sufficient syllabus or content.
• after warning, continues to disrupt the course;
• after warning, continues to bully, ictimize or discriminate against other delegate/s.
• shows signs of symptoms which could affect other attendees or staff

18.4.

No refund will be payable if a delegate fails to arrive, arrives late, leaves early, is excluded, does not have the relevant PPE / RPE, does not have the mandatory proof of record for the course criteria and associated qualification / award, or else fails to complete the course or otherwise fails to achieve the criteria presented.

19. Publicity

19.1.

The Company shall have the right, without further reference to the Client, to publicise the fact that the Client is, or was, a Client and to utilise the Clients name in publicity materials in this respect. The Company may also describe in general terms the type of work conducted for the Client but shall not be permitted to link the two without the prior permission of the Client and will ensure that no breach of confidentiality, data protection and general data protection regulations occurs.

20. Non-Solicitation of Employees and Others

20.1.

For the purposes of this clause a “Restricted Person of the Company” is anyone employed or engaged in any other capacity by the Company during the term of this Agreement. A “Restricted Person of the Client” is anyone employed, or engaged in any other capacity, by the Client during the term of this Agreement including any sub-contractor.

20.2.

The Company agrees that it shall not for a period of 12 months after the Completion Date, employ or engage any Restricted Person of the Client, whether or not such person would be in breach of contract as a result of such employment or engagement save where the Company has the express written consent of the Client to do so.

20.3.

The Client agrees that it shall not, for a period of 12 months after the Completion Date, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person of the Company, whether or not such person would be in breach of contract as a result of such employment or engagement save where the Company has the express written consent of the Client to do so.

20.4.

Without prejudice to any other remedy and action under this Clause, where the Client employs or engages a Restricted Person within twelve months of the Restricted Person being employed or engaged by the Company then the Client shall pay the Company a ‘finder’s fee’. The ‘finder’s fee’ shall be 20% of the first year’s gross remuneration paid by the Client or its associates to the Company.

21. Data Protection

21.1.

The Company will collect and process information relating to the Client in accordance with the privacy notice which is on the Company’s web-site.

21.2.

The Company and the Client acknowledge that for the purposes of the Data Protection Legislation and General Data Protection Regulations (GDPR), both the Client and the Company can be data processor or data controller. It is the Clients responsibility under GDPR, to ensure that necessary processor agreements are in place with Northern Safety Limited where Northern Safety Limited are data processor.

21.3.

The Company and the Client will comply with the Data Protection Legislation and GDPR.

21.4.

The Company shall, in relation to any Personal Data processed in connection with the Consultancy Services:

• Process that Personal Data only on the instructions of the Client.
• Keep the Personal Data confidential.
• Comply with any data protection policy and data retention guidelines operated by the Client and commensurate with GDPR.
• Comply with the Client’s reasonable instructions with respect to collating, processing and retaining Personal and Sensitive Data.
• Not transfer any Personal and Sensitive Data outside of the European Economic Area without the Client’s prior written consent and safeguards associated with processors under GDPR.
• Assist the Client at the Client’s cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation and GDPR with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators.
• Notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to the Client’s or Company’s compliance with the Data Protection Legislation.
• At the written request of the Client, delete or return Personal Data and any copies thereof to the Client on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data or provide it to authority under legal basis.
• Maintain complete and accurate records and information to demonstrate compliance with this clause 18 and allow for audits by the Client or the Client’s designated auditor.

21.5.

The Company shall ensure that he has in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of Personal and Sensitive Data and against accidental loss or destruction of, or damage to, Personal and Sensitive Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

• pseudonymising and encrypting Personal and Sensitive Data.
• ensuring confidentiality, integrity, availability and resilience of its systems and services
• ensuring that availability of and access to Personal and Sensitive Data can be restored in a timely manner after an incident
• regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

22. Force majeure

22.1.

Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.

23. Announcements

23.1.

No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

24. Interpretation under the Agreement

24.1.

In these Terms and Conditions and The Agreement unless the context otherwise requires:

• words importing any gender include every gender;
• words importing the singular number include the plural number and vice versa;
• words importing persons include firms, companies and corporations and vice versa;
• references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
• reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
• any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
• the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
• any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
• where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’.

25. Notices

25.1.

Any notice to be given under the Agreement shall be in writing and shall be sent by first class mail or air mail, or by e-mail (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of this Agreement, or such other address as that Party may from time to time notify to the other Party in accordance with this clause. Both parties will agree an e-mail correspondence during acceptance of the contract.

25.2.

Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).

25.3.

In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

26. Law and jurisdiction

26.1.

The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

27. Third parties

27.1.

For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

28. Definitions

28.1.

In these Terms and Conditions and The Agreement, the following words shall have the following meanings:

Agreed Delivery Date means any specific date agreed when the Consultant shall provide the whole or part of any Consultancy Services or the Course will be delivered;

Client means the organisation / company or individual the contract is with for training or consultancy services supplied and can include such titles as Company, Organisation, Learner, Candidate, Delegate or other title recognised by the awarding organisation.

Commencement Date means date on which the consultant is to start performing the consultancy service as set out in the Schedule or the first day of the course / training delivery / support;

Completion Date means date on which the consultant is to complete performing the consultancy services or such other date as the Parties may agree or the last day of the course delivery;

Consultancy Services means consultancy as agreed in the Schedule;

Consultancy Visit the period allocated to undertake the services ranging from one consultancy day upwards.

Course Content means the subjects, information and guidance relevant to awarding organisations requirements or statutory requirements or customer specified.

Data Protection Legislation the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;

Fee(s) means the amount(s) as set out in Schedule or for the course / training including any additional costs and expenses agreed within the Agreement;

Location means the Location as defined in the Schedule or the Location where delivery of training / the course will take place;

Normal Business Hours means Monday to Thursday 8:00am to 5:00pm, and Friday 8:00am to 4:00pm.

Personal Data has the meaning given to it under the Data Protection Legislation;

Parties means the Consultant and the Client, and Party shall mean either one of them;

Reasonable Travelling Distance means within 50 miles of the Location;

Receiving Party has the meaning given in clause 15;

Specification means the specific Consultancy Services to be provided by the Consultant under The Agreement, when such Consultancy Services will be provided, the length of time they will take to perform and the human and other resources and facilities which are to be supplied by the Consultant. The Services are set out at clause D of the Schedule to this Agreement; and

Supplying Party has the meaning given in clause 15.