1. Interpretation
1.1 Definitions
- Client – The person who accepts a quotation from the Company or whose order for Services is accepted by the Company.
- Company – Safety Management Services Europe Limited and its subsidiaries (Company No. 03740451).
- Conditions – These standard terms and conditions and any special terms agreed in writing.
- Contract – The contract for the provision of the Services.
- Intellectual Property Rights – Patents, designs, copyrights, trademarks, know-how, and other intellectual property rights.
- Output Material – Data, drawings, plans, documents, test results, and other information prepared by the Company.
- Services – Consultancy, assessment, testing, surveys, training, inspections, advice, or other services provided by the Company.
- Writing – Includes email, facsimile, and similar communication methods.
1.2 References to statutes include amendments, reenactments, or extensions.
1.3 Headings are for convenience only and do not affect interpretation.
2. Basis of Sale
2.1 Services will be provided subject exclusively to these Conditions.
2.2 Variations are only binding if agreed in writing.
2.3 Employees and agents cannot make binding representations unless confirmed in writing.
2.4 The Company may correct typographical or clerical errors without liability.
3. Orders and Specifications
3.1 Orders are not accepted until confirmed in writing by the Company.
3.2 The Client is responsible for ensuring order accuracy and supplying necessary information.
3.3 The Company may alter specifications to comply with statutory requirements.
3.4 Cancellation after acceptance requires written agreement and reimbursement of losses, costs, and expenses.
4. Assignments and Sub-Contracting
4.1 The Company may subcontract all or part of the work without notifying the Client.
5. Price of Services
5.1 Quotations remain valid for 30 days unless accepted earlier.
5.2 Prices may increase before commencement to reflect increased costs or Client-caused delays.
5.3 The Client will pay reasonable travel and subsistence expenses.
5.4 VAT will be added where applicable.
5.5 The Client indemnifies the Company against VAT liabilities not charged on invoices.
6. Terms of Payment
6.1 The Company may invoice after commencement of Services.
6.2 Payment is due within 30 days of invoice in Pounds Sterling.
6.3 If payment is late, the Company may:
- Suspend or cancel Services.
- Charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.
- Recover legal and collection costs.
7. Force Majeure
The Company is not liable for delays or failures caused by events beyond its reasonable control, including:
- Acts of God
- Strikes
- War
- Terrorism
- Fire
- Flood
- Epidemics
- Government actions
- Telecommunications failures
- Third-party supply failures
8. Accuracy
8.1 Advice, results, and conclusions are based on information supplied by the Client and available evidence.
8.2 The Company is not required to notify the Client of future industry or legal changes.
8.3 The Company is not liable for changes introduced after Services are completed.
9. Confidentiality and Intellectual Property
9.1 Intellectual property in Output Material belongs to the Company unless otherwise agreed.
9.2 Confidential information must be kept confidential unless disclosure is legally required.
9.3 Output Material is for the Client only and may not be used by third parties.
9.4 – 9.6 The Client must protect the Company’s intellectual property rights and notify the Company of infringements.
10. Warranty and Limitation of Liability
10.1 All implied warranties are excluded where legally permitted.
10.2 Services are provided exclusively for the Client’s benefit.
10.3 The Company is not liable for losses arising from inaccurate or incomplete Client instructions.
10.4 No liability is accepted for loss or damage to samples or goods submitted for testing.
10.5 Liability for death or personal injury caused by negligence is not excluded.
10.6 Total liability is limited to 10 times the Company’s charges under the Contract.
10.7 – 10.9 The Client indemnifies the Company against certain claims and acknowledges the limitation of liability as fair and reasonable.
11. Publicity
The Company’s name may not be used for publicity or advertising without prior written consent.
12. Non-Solicitation of Staff
12.1 The Client must not recruit or solicit Company personnel during the Contract or for 6 months afterwards.
12.2 Breach may result in compensation for the Company’s losses.
13. Data Protection Act 1998
13.1 The Company may obtain credit references on the Client.
13.2 The Company may send marketing information unless the Client opts out.
13.3 The Client indemnifies the Company for breaches of the Data Protection Act arising from Client-provided information.
14. Dispute Resolution and Applicable Law
14.1 Disputes may be referred to adjudication.
14.2 Intellectual property and unpaid debt disputes may be taken directly to court.
14.3 The Contract is governed by English law and subject to English courts.
15. Events of Default and Termination
The Company may terminate, suspend Services, or demand immediate payment if the Client:
- Fails to pay amounts due.
- Becomes insolvent.
- Enters administration, bankruptcy, or liquidation.
- Ceases trading.
- Has a receiver appointed.
- Experiences equivalent events outside England and Wales.
15.4 Rolling contracts may be terminated with 3 months’ notice.
16. General
16.1 Notices must be sent by recorded delivery.
16.2 Waivers are only effective if confirmed in writing.
16.3 Invalid provisions do not affect the remainder of the Contract.
16.4 Third parties have no enforcement rights unless expressly stated.
16.5 SMS Europe Ltd is not liable for costs incurred through enforcement authority intervention or prosecution.
