JHS HEALTH AND SAFETY CONSULTANTS
TERMS AND CONDITIONS
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services by the Supplier, as set out in clause 7 and in Schedule 2.
Client: the business purchasing the Services from JHS Health and Safety Consultants who has subscribed to the Services by clicking the “I Accept” box on the Website.
Conditions: these terms and conditions set out in clause 1 to clause 10 (inclusive).
Contract: the contract between the Client and the Supplier for the supply of the Services in accordance with these Conditions and the Schedules.
Client Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Client to the Supplier.
Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Key Deliverables: the Health & Safety policy documents, as further detailed in Schedule 1.
Services: The provision of Health & Safety policy documents and Health & Safety advice, as further detailed in Schedule 1.
Services Start Date: the day on which the Client subscribes to the Services by clicking on the “I Accept” box on the Supplier’s website.
Supplier: Mr. J. Endacott t/a JHS Health and Safety Consultants whose address is Okehampton Business Centre, Higher Stockley Mead, Okehampton, Devon EX20 1FJ.
Supplier IPRs: all Intellectual Property Rights either subsisting in the Deliverables (excluding any Client Materials incorporated in them) or otherwise necessary or desirable to enable a Client to receive and use the Services, including all rights subsisting in WordPress risk assessment plug in and other products.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes fax and email.
2. BASIS OF CONTRACT
2.1 Clients accessing the JHS Health and Safety Consultants website http://www.jhshealthandsafetyconsultants.co.uk/register/ (“Website”) and clicking on the box marked “I Accept” confirm that they have authority to bind any business on whose behalf they use the site to purchase Services.
2.2 These Conditions, and the Schedules constitute the entire agreement between the Client and the Supplier and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Client and the Supplier, whether written or oral, relating to its subject matter.
2.3 The Client acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
2.4 The Client and Supplier agree that neither shall have any claim for innocent or negligent misrepresentation based on any statement in this Contract.
3. COMMENCEMENT AND TERM
3.1 This Contract shall commence on the date when the Client clicks the “I Accept” box on the Website and shall continue, unless terminated earlier in accordance with its terms, for an initial period (as selected at the time of payment), which can be either 12, 24, or 36 months, which can be renewed by the Client on payment of a further annual subscription fee.
4. SUPPLY OF SERVICES
4.1 The Supplier shall supply the Services to the Client from the Services Start Date in accordance with this Contract.
4.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;
(c) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
(d) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this Contract; and
(e) take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Supplier may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of this Contract.
4.3 Whilst the Supplier provides advice on health and safety law and related advice the Supplier does not provide advice or services in relation to the following areas which are specifically excluded from the Services:
(a) project management or construction work;
(b) structural design;
(c) contaminated land;
(d) medical diagnosis/treatment;
5. CLIENT’S OBLIGATIONS
5.1 The Client shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, accident reports and accident books and other relevant data and other facilities as reasonably required by the Supplier; and
(c) provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate in all material respect;
5.2 If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Supplier shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
6. INTELLECTUAL PROPERTY
6.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.
6.2 The Supplier grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Client’s business during the term of the Contract.
6.3 The Client grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Contract for the purpose of providing the Services to the Client in accordance with this Contract.
7. CHARGES AND PAYMENT
7.1 In consideration for the provision of the Services, the Client shall pay the Supplier the Charges in accordance with this clause 7.
7.2 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.3 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Client depending on the subscription option chosen by the Client. Each invoice shall include all reasonable supporting information required by the Client.
7.4 The Client shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.
7.5 If the Client fails to make any payment due to the Supplier under this Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 9:
(a) the Client shall pay interest on the overdue amount at the rate of 4% per annum above The Co-operative Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
(b) the Supplier may suspend all Services until payment has been made in full.
7.6 All amounts due under this agreement shall be paid by the Client to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. LIMITATION OF LIABILITY
8.1 Nothing in this Contract shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
8.3 Subject to clause 8.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited in the case of subscriber Clients to the amount of the Charges paid by the Clients for the year in which the loss is incurred.
8.4 The conditions implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
9.1 Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Contract has been placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
9.3 On termination of this Contract for whatever reason:
(a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination; and
(c) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without the Supplier’s prior written consent.
(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 10.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
10.4 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.
10.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
10.7 Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.
(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10.9 Third party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.
10.10 Governing law. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
Schedule 1 Services
Services for Subscribers:
- We will send our clients a broad health and safety policy. The policy will guide our clients on their health and safety arrangements too. We will of course, consult with our clients first; and then we will attune the policy to the nature of our client’s business (“Policy”). We will print the policy once and send it to our client in a ring binder. What’s more, it will be available as a PDF too. And, if needed, each year we will update their policy to reflect changes in their business, or law. (This, of course, is for as long as our Client renews their subscription). Clients are welcome to buy printed copies for any of their health and safety policy’s annual update pages. They will cost £15.00 plus VAT, where it applies, for each set. Our clients can buy a bound duplicate policy for £35.00 plus VAT, where it applies; but this will be £125.00 plus VAT, where it applies, if there is any need to make it suit another set up. (All our prices will include our P&P costs).
- We will provide our clients health and safety advice. And there is no limit on the health and safety advice that our clients can have from us.
Also, if you choose to retain health and safety services with us, our service has unique features to use online.
- Our clients have online access to our risk assessment tool. Our risk assessment tool comes with detail on preset hazards and risk controls. From these, our clients can use the data as they choose to create and keep many risk assessments. And, all they will need to do is delete or edit text to suit their job; so clients can have more or less detail, as they see fit. If they wish, the tool has a blank template to use too. Clients can make their assessments general, or they can make them site specific; so that they best suit laws on assessing risk. The tool will help our clients to save time; it is easy to clone assessments. And clients can save assessments with a unique identity too. And then they can see, and print them as a PDF file.
- There is a tool for our clients to create their job’s construction health and safety plans and methods. It has many preset options, already checked; but it is easy to edit too. Our clients can add information to suit their job too, and to make the data site specific.
- And then there is a tool for our clients to carry out their health and safety reviews; as it is wise perhaps that they review how they manage health and safety, once in a while.
- There are forms too. For example, for site first aid, or fire details.
- And, our clients are welcome to view our website blog.
Clients may contact us for health & safety advice at any time within the following contact periods:-
Monday to Friday: 9.00am to 5.00pm (We will not be available on Public and Bank Holidays)
Saturday: 9.00am to 12.00pm (Except on Saturdays over Public and Bank Holiday Weekends)
Mobile: 07399 514347
If unavailable, please leave a short message and we will get back to you as soon as possible.
Online or E-Mail:
Contact us at any time and we will get back to you as soon as possible.
JHS Health and Safety Consultants
Okehampton Business Centre
Higher Stockley Mead
Schedule 2 Charges
1. CHARGES FOR THE SERVICES
The Supplier’s standard one-year package of health and safety services will cost the Client £660 per year + VAT. For other payment options see below. Subscription fees and offers are subject to variation at the Supplier’s discretion.
The Subscription Fee will not include the cost of any visits requested by Clients which will be charged at the additional rate of £25 per hour plus VAT per person plus the cost of any accommodation required by the Supplier whilst doing work on the Client’s behalf. The Supplier will use Premier Inn or Travel Lodge for accommodation wherever possible.
Before a visit is agreed, the Supplier will provide an estimate of costs once the nature of the work required has been discussed.
Annual Subscription Options
• Discount Offer for NEW CLIENTS ONLY – One-Year Subscription – 495.00 GBP plus VAT per 1 year – for 1 time.
This payment is for a one-year subscription and includes a 25% discount (as a new client), from our standard one-year subscription. – We Accept: Maestro, Visa (incl. Electron), MasterCard, and JCB.
• One-Year Standard Subscription – 660.00 GBP plus VAT per 1 year – for 1 time.
This payment is for a one-year subscription. We Accept: Maestro, Visa (incl. Electron), MasterCard, and JCB.
• Two-Year Subscription – 1188.00 GBP plus VAT per 1 year – for 1 time.
This payment is for a two-year subscription and includes a 10% discount from our standard one-year subscription. We Accept: Maestro, Visa (incl. Electron), MasterCard, and JCB.
• Three-Year Subscription – 1584.00 GBP plus VAT per 1 year – for 1 time.
This payment is for a three-year subscription and includes a 20% discount from our standard one-year subscription. We accept: Maestro, Visa (incl. Electron), MasterCard, and JCB.
Termination / Renewal
We will send our Clients thirty days’ notice that their subscription is due to expire. The notice will state the cost for the next subscription period. When our Client’s subscription ends, they will no longer have access to any of our health and safety services. Any file or document that we have supplied to our Client will no longer be valid. Our Clients can renew their account by going to the “Log in” page on our website and following the link and the steps we ask for.