AW Safety Management Ltd. TERMS AND CONDITIONS – Health, Safety and Environmental services and Training.
Client definition “Business, company or employer”
These Terms and Conditions regulate the provision of services by AW Safety Management Ltd to the Client (Employer) and come into force upon confirmation of engagement of services by verbal, written or by electronic format shall be acceptance of these terms.
Any additional work or variations to any agreed works will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by the client and AW Safety Management Ltd. in writing before work commences.
AW Safety Management Ltd. will undertake all work in accordance with the agreed project time scale and utilise all reasonable endeavours to meet the agreed delivery times that are good faith estimates based upon information available at the time of project proposal submission. Unless otherwise agreed in writing, time will not be the essence of our agreement.
AW Safety Management Ltd. requires the client to provide all requested information in a written format and in a timely manner where available. AW Safety Management Ltd. expects the client to provide access to all personnel and material that are required to enable AW Safety Management Ltd. to deliver the project within the agreed parameters, and not hinder the ability of AW Safety Management Ltd. to carry out the project. This is inclusive of the prompt approval or otherwise of requests submitted to the client for agreement.
AW Safety Management Ltd. shall not be held liable for any loss or damages caused by the use or misuse, unavailability or removal of services. When the client account is closed, all files and stored data will be deleted. AW Safety Management Ltd. reserves the right to cancel the client account at any time without notice.
AW Safety Management Ltd shall not hold be held liable for any fines or prosecutions from enforcing authorities, private enterprises or corporate entities for any works, acts or omissions by the client or its representatives.
To protect the privacy of the client, AW Safety Management Ltd. never distributes the identity of the client or e-mail address to any third parties.
Unless otherwise agreed all invoices issued by AW Safety Management Ltd. are payable 30 days net.
Suspension of Work
AW Safety Management Ltd. reserves the right to suspend all work in the event that any invoice is not paid in accordance with the terms of AW Safety Management Ltd. to charge interest on a daily basis on the unpaid sum, at the rate of 5 per cent above base rate of Barclays Bank from time to time.
AW Safety Management Ltd. will reasonably determine completion in the absence of the agreement of the client that completion has occurred.
Material Rights & Licence
The client will retain all rights to any material provided for the project. Where the rights are not owned by the client, it is the responsibility of the client to obtain a licence for their use and indemnify AW Safety Management Ltd. for any damages, which occur as a result of failing to do so. AW Safety Management Ltd. will grant to the client a royalty free, nonexclusive perpetual licence of all copyright and materials that we develop for the client in relation to the project. Where we provide third party materials, AW Safety Management Ltd. will obtain a licence for the client that is sufficient for the purposes set out within the proposal.
The liability of AW Safety Management Ltd. to the client for breach of contract, negligence or misrepresentation (unless fraudulent) other than any which results in death or personal injury (which is unlimited) shall be damages limited to the amount of the AW Safety Management Ltd. charges for the project excluding third party costs. AW Safety Management Ltd. will not be liable for loss of turnover, profit, sales, revenue, profits, goodwill, indirect loss, pure economic loss, consequential loss or special loss, or for any loss arising from any of the clients’ actions or direct instructions to AW Safety Management Ltd. The client agrees to indemnify AW Safety Management Ltd. for any claims made against AW Safety Management Ltd. as a result of the content of the project.
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, the act or omission of any Internet Service Provider, 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.
AW Safety Management Ltd. shall have the right to terminate the agreement with immediate effect by notice in writing to the client if the client fails to make any payment when it becomes due. Either party may terminate the agreement by notice in writing to the other if:
- The other party commits a material breach of the Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
- The other party commits a material breach of the Agreement which cannot be remedied under any circumstances; or
- 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; or
- The other party ceases to carry on its business or substantially the whole of its business; or
- The other party is declared insolvent, or convenes a meeting of creditors 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.
The client shall have the right to terminate the Agreement at any time by providing 3 months notice in writing to AW Safety Management Ltd. and any payments made prior to the date of termination shall not be refundable all payments for works undertaken shall remain the liability of the client and must be settled within 30 days of termination. Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and shall be subject to the non-exclusive jurisdiction of the courts of England. AW Safety Management Ltd. reserves the right to amend and update these Terms and Conditions at any time without notice.