1. These terms and conditions (together with the terms set out in the Delphic HSE Price list) shall apply to all services which we deliver to you (“Services”). Your written request for work (whether in hardcopy format, by post or by electronic mail) constitutes an offer to purchase Services from us in accordance with these terms and conditions. Any such offer shall only be deemed accepted when we issue a written acceptance (by post or by electronic mail) at which point a contract will come into existence between us (“Contract”).

2. Except to the extent that these terms and conditions are varied by us in writing, they shall constitute the entire agreement between us in respect of any Contract and shall prevail over your own terms and conditions. You agree that in entering into any Contract, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.

3.1 Where an hourly rate applies, it is payable in units of 6 minutes in respect of all of the Services that are provided on your or any associated party’s behalf by any of our employees, subcontractors or agents. Travelling and waiting time charges are charged at the relevant hourly rate.

3.2 Our fees are set out in the Delphic HSE Price List. Any applicable fixed or discounted fees will be agreed in writing. All our charges are reviewed in January each year and may be increased, in which case you will be notified in writing and such increase will take effect from the date of that notice.

3.3 In addition to the fees set out in clauses 3.1 and 3.2 above, notwithstanding any other provision in these terms and conditions, you will be responsible for all costs and disbursements properly incurred by us in the provision of Services to you. You will pay such costs and disbursements in advance on demand. We also reserve the right to charge you for our out of pocket expenses which are reasonably incurred by our employees, subcontractors or agents in the provision of the Services. We agree at your request to provide reasonable evidence of the payment of such expenses.

3.4 All our fees are subject to the addition of Value Added Tax or any other tax required by Law at the prevailing rate.

3.5 We shall usually invoice you for the Services in arrears on completion of the Services, but reserve the right to invoice you at any time. Payment shall be due and payable on receipt of our invoice. In addition to our other rights, if payment is not received within 30 days of the date of our invoice we shall be entitled to charge you interest on any outstanding amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The rate shall apply both before and after judgment.

4.1 We shall provide the Services with reasonable skill and care. No other warranty or guarantee whether implied by Law or otherwise is given.

4.2 You recognise that our respective obligations under the Law are subject to and dependant on the actions of third parties.

4.3 We shall have no liability to you for any loss, damage, costs, expenses or other claims arising from information supplied by you to us.
Notwithstanding any other provision of these terms and conditions you will indemnify us against any losses, costs, damages or other claims arising from inaccurate or misleading information supplied by you to us.

4.4 Except in respect of death or personal injury caused by our negligence, we shall not be liable to you for any loss of profit or any indirect or consequential loss, damage, costs or expenses which arise out of, or in connection with, the provision of Services by us to you.

4.5 Except in respect of death or personal injury caused by our negligence, our entire liability to you shall not exceed the lower of the aggregate value of the fees paid by you under the relevant Contract and £1,000,000 being the limit of our professional indemnity insurance (or such other limit as varied from time to time with reference to our professional indemnity insurance).

5.1 We shall at all times retain copyright and all other intellectual property rights in respect of any and all the documents we provide on your (or any other party’s) behalf. You shall not reproduce or use these documents without our written consent, which we shall not unreasonably withhold, but for which we may require a reasonable fee. You shall keep any such documents confidential, and on termination (for whatever reason) of the Contract to which such materials relate, you shall at our request return them and any copies (whether authorised or not) to us immediately. You shall also ensure that any other relevant party who or which has come into possession of the documents or any copies (whether authorised or not) returns them to us immediately.

5.2 We shall keep confidential any documentation or information supplied by you to us which is marked confidential unless we innocently receive that documentation of information from a third party, it is or comes within the public domain or its disclosure is reasonably necessary in the provision of the Services.

6.1 You shall, during the term of the relevant Contract carry out your responsibilities promptly and with reasonable skill and care. You will promptly on demand provide us with all and any information, documentation and records as we consider necessary or desirable in the provision of the Services. Where it is necessary for us, our subcontractor or agents to attend your premises you will provide sufficient access to those premises, an internet connection, a suitable working area and relevant information and records. You shall during working hours make available your primary contact and any other appropriate personnel to liaise with us. You shall also advise us of rules and regulations that are in force for the conduct of personnel and we shall ensure that our employees, agents and sub?contractors comply with these.

6.2 You shall ensure that you have adequate public liability insurance for your premises before any of our employees, agents or sub?contractors enter them. This insurance must cover any injury suffered by our employees, agents or sub?contractors while on site.

6.3 We may freely assign any Contract and may appoint a single subcontractor or numerous subcontractors to carry out all or any part of the Services. Where we indicate a nominated contractor and the Services they are likely to provide, this is for information purposes only.

7. We shall not be liable to you, or deemed to be in breach of any Contract or these terms and conditions for any delay in performing, or failure to perform any of our obligations if that delay or failure is due to any cause beyond our reasonable control.

8. We shall have no liability to you whatsoever for any costs, losses, damages, expenses or other claims that you suffer as a result of you failing to follow or implement fully and accurately any advice, guidance or training we give to you.

9. You will indemnify us against any losses, costs, damages, expenses or other claims we suffer as a result of any breach by you of any Contract or these terms and conditions.

10. Any notice to be given by either of us to the other shall be in writing and posted first class to the other’s registered or principal place of business. Any such notice shall be effective on the fifth day after posting.

11. No waiver by us of any breach of any provision in these terms and conditions shall be considered as a waiver of any subsequent breach of the same, or any other provision(s).

12. If any provision in these terms and conditions is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions, and the remainder of the provision in question, shall not be affected. These terms and conditions shall be governed by English Law. Any dispute relating to any Contract or these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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