WPS Compliance Consulting Ltd – Terms and Conditions
These Terms and Conditions shall apply to the provision of Services by WPS
Compliance Consulting Ltd, a company registered in England under number
07002484, hereinafter called the “Company” to the Client, as identified in our
Quotation.
- Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the
following expressions have the following meanings:
“Agreement” means the contract formed upon acceptance of our Quotation,
the placement of an order and/or the Client’s verbal or written consent to
receive the Services, and includes the acceptance of these Terms and
Conditions;
any “Quotation” remains open for acceptance for a period of 60 days, unless
otherwise stated, and means the written quotation for the performance of the
Services, which shall detail the entire scope of works; and
“Services” means the consultancy and training Services and/or use of software
to be provided by us in accordance with the Quotation.
1.2 Unless the context otherwise requires, each reference in these Terms &
Conditions to:
1.2.1 “we”, “us”, “our” is a reference to the Company;
1.2.2 “writing” and “written” includes letters, faxes and emails;
1.2.3 a statute or a provision of a statute is a reference to that statute or
provision as amended or re-enacted at the relevant time;
1.2.4 “these Terms and Conditions” is a reference to these Terms &
Conditions as amended or supplemented at the relevant time;
1.2.5 a Clause or paragraph is a reference to a Clause of these Terms &
Conditions; and
1.2.6 a “Party” or the “Parties” refer to the parties to these Terms & Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only
and shall have no effect upon their interpretation.
1.4 No terms or conditions stipulated or referred to by the Client in any form
whatsoever shall in any respect vary or add to these Terms and Conditions
unless otherwise agreed by us in writing.
1.5 Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender. References to
persons shall include corporations. - The Agreement
2.1 The contract is formed once the Client accepts our Quotation, whether verbally
or in writing, signs a Retainer agreement or places an order with us, and
includes the acceptance of these Terms and Conditions.
2.2 We are bound by the ethical guidelines of our professional body (The Chartered
Institution of Wastes Management).
2.3 We will use reasonable care and skill to perform the Services. We will provide
professional advice and recommendations in relation to the Services but except
as detailed in clause 19, we cannot accept responsibility for any actions taken
by the Client or any third party as a result of such advice or recommendations.
Further, we shall not be liable for any consequences should our professional
advice not be taken.
2.4 We cannot be held responsible for the actions or lack of actions of any third
parties, including where we are making permit applications on the Client’s
behalf. The Client acknowledges that any such applications may not be granted
at all, or may not be granted in accordance with any required timescales.
2.5 We shall use all reasonable endeavours to complete our obligations under the
Agreement, but time will not be of the essence in the performance of these
obligations. - Training
3.1 Training Services shall be booked by the Client in advance and shall be subject
to the terms of payment below and the cancellation provisions in clause 11.
3.2 Payment is due in full no later than 7 days in advance of the relevant training
session. Should payment not be received within this timeframe, we reserve the
right to cancel the training session and shall charge for any costs incurred.
3.3 The Client shall be entitled to substitute delegates without penalty, provided we
are advised of this a minimum of 7 days in advance of the relevant training
session. Any increase or decrease in the number of delegates may result in
additional costs being levied and/or the cancellation of the training session,
which will be subject to the cancellation provisions in clause 11.
3.4 The Client is responsible for the delegates at all times. However, should the
behaviour of a delegate prove disruptive at any stage during the provision of the
Services, at our sole discretion, we shall be entitled to request the immediate
removal of said delegate from this and any future session.
3.5 Unless specifically stated to the contrary in the Agreement, the Client is
required to provide the facilities required for us to carry out the training services.
3.6 Where we are responsible for providing the facilities, these shall be charged for
at cost, plus administration fees, and shall become due for payment in
accordance with clauses 3.2 above. In addition, the Client must advise us,
upon booking, of any special requirements, such as disability access and any
dietary requirements. - Project/Hourly Services
4.1 We will provide an estimated number of hours required for the Project/Hourly
Services, which shall be as outlined in the Quotation. Should we require
additional hours to complete the works, we will seek your permission by sending
a further Quotation, before proceeding with the additional works.
4.2 Should your requirements change at any time after acceptance of our
Quotation, which would affect the fees to be charged, we reserve the right to
make the necessary adjustments to our Quotation.
4.3 We may, at our sole discretion, request a deposit payment of up to 50% of the
contract value, prior to the works commencing. Further invoices will be issued
as stage payments as the works progress in accordance with the pre-agreed
milestones detailed in the Quotation. All invoices are payable within 14 days
from the date of invoice.
4.4 Project/Hourly Services are subject to the cancellation provisions in clause 11. - Retained Services
5.1 The Retained Services shall commence on the commencement date outlined in
the Quotation and/or retainer agreement. With effect from the commencement
date we shall, in consideration of the fees being paid in accordance with the
terms of payment herein, provide the Services to the Client as described within
our Quotation and/or retainer agreement.
5.2 Notwithstanding clause 5.1 above, we shall have the right to make any changes
to the Services which are necessary to comply with any applicable law or safety
requirement, to meet the changing needs of the Client or which do not
materially affect the nature or quality of the Services, and we shall notify the
Client in any such event.
5.3 Should the Client fail to use all of the hours for which we are contracted, they
may carry these over at our sole discretion.
5.4 Payment shall be due monthly, within 14 days from the date of invoice.
5.5 The rescheduling of any Retained meetings shall be subject to clause 11.3
below.
5.6 The Agreement can be terminated in accordance with clause 12 below. - Fees and Payment
6.1 The Client agrees to pay the Fees in accordance with the terms of payment
herein.
6.2 Unless otherwise stated in writing, we shall charge to the Client our reasonable
travelling time and travel expenses, accommodation, any incidental expenses
for materials used and for third party goods and services supplied in connection
with the provision of the Services.
6.3 The Client will pay for any additional Services (and additional expenses incurred
as a result) provided by us that are not specified in the Agreement. These
additional Services shall be charged in accordance with our current applicable
rates in effect at the time of performance or such other rate as may be agreed.
6.4 All sums detailed in the Quotation are exclusive of VAT. All payments shall be
made in pounds sterling without set-off, withholding or deduction except such
amount (if any) of tax as the Client is required to deduct or withhold by law.
6.5 The time of payment shall be of the essence. If the Client fails to make any
payment on the due date then we shall, without prejudice to any right which we
may have pursuant to any statutory provision in force from time to time, have
the right to suspend the Services and charge the Client interest on a daily basis
at an annual rate equal to the aggregate of 8% above the Bank of England base
rate from time to time on any sum due and not paid on the due date. Such
interest shall be calculated cumulatively on a daily basis and shall run from day
to day and accrue after as well as before any judgment. - Client’s Obligations: The Client agrees to:
7.1 Provide us with such information, advice and assistance relating to the Services
as we may reasonably require within sufficient time to enable us to perform the
Services in accordance with the Quotation.
7.2 Comply with all applicable Health and Safety legislation and regulations whilst
we are working on the Client’s premises.
7.3 Appoint a primary contact to act as the Client’s representative to liaise with us in
connection with the Services.
7.4 Carry out any preparatory and follow up work as instructed by us.
7.5 If the Client fails to meet any of the provisions of this clause 7, without limiting
our other rights or remedies, we shall:
7.5.1 have the right to suspend performance of the Services until the Client
remedies the default; and
7.5.2 not be held liable for any costs or losses sustained or incurred by the
Client arising directly or indirectly from our failure or delay in performing
any of our obligations as a result;
7.5.3 be entitled to claim for any costs or losses sustained or incurred by us
arising directly or indirectly from the Client’s default. - Delay & Abortive visits: Our price is based on being able to complete the
Services in the agreed number of hours or visits over the period as detailed in
the Agreement. We reserve the right to recover any costs incurred by way of
delays or abortive visits to site, or if we are prevented from continuous working
through to completion. - Errors or Discrepancies: The Client shall be responsible for the accuracy of
any information submitted to us. Our Quotation is based on the information
provided to us at the time of its preparation. Should any errors or discrepancies
become evident which affect our order value, we reserve the right to make any
adjustments to it. - Variation and Amendments
10.1 We reserve the right to increase our retained fee rates, provided that such
charges cannot be increased more than once in any 12 month period, unless
such increase is by mutual agreement or the scope of the Services changes.
We will give the Client written notice of any such increase 3 months before the
proposed date of the increase. If such increase is not acceptable to the Client,
they shall notify us in writing within 2 weeks of the date of our notice and we
shall have the right, without limiting our other rights or remedies, to terminate
the Contract in accordance with clause 12.1.1 below.
10.2 If the Client wishes to vary the Services to be provided, they must notify us as
soon as possible. We shall endeavour to make any required changes and any
additional costs thereby incurred shall be invoiced to the Client.
10.3 If, due to circumstances beyond our control, we have to make any change in the
arrangements relating to the provision of the Services, we shall notify the Client
immediately. We shall endeavour to keep such changes to a minimum and
shall seek to offer the Client arrangements as close to the original as is
reasonably possible in the circumstances.
10.4 Any price increase necessitated as a result of an agreed variation or
amendment shall be payable in accordance with the terms for payment herein. - Cancellation or Rescheduling
11.1 Should the Client cancel or reschedule the Training or Project/Hourly Services,
we shall be immediately entitled to payment for:
11.1.1 100% of our fees if cancellation or rescheduling takes place within 7
days or less of the date of the training course or service delivery date
11.1.2 50% of our fees if cancellation or rescheduling takes place between 8 –
14 days of the date of the training course or service delivery date
11.1.3 25% of our fees if cancellation or rescheduling takes place between 15 –
21 days of the date of the training course or service delivery date.
11.2 We also reserve the right to levy reasonable cancellation charges, including but
not limited to, any administration costs, procurement costs and loss of profit,
against the Client and these shall fall due for payment immediately.
11.3 We require a minimum of 48 hours’ notice to reschedule a Retained meeting.
Where such notice is not provided, we reserve the right to charge for this
rescheduled meeting and any expenses incurred as a result. We will
endeavour to reschedule the meeting to meet the Client’s preferred date(s) and
time(s), however we cannot guarantee this will be possible. - Termination
12.1 Either Party has the right to terminate the Agreement:
12.1.1 by giving 3 months’ written notice of termination to the other. In the
event that this notice is given by the Client, any sums payable for the
remainder of the term of this Agreement must be paid to us at the same
time as notice to terminate is given;
12.1.2 immediately if the other has committed a material breach of this
agreement, unless such breach is capable of remedy, in which case the
right to terminate immediately will be exercisable if the other Party has
failed to remedy the breach within 14 days after a written notice to do so;
12.1.3 or immediately if the other ceases, or threatens to cease, to carry on
business, goes into bankruptcy or liquidation either voluntary or
compulsory (save for the purposes of bona fide corporate reconstruction
or amalgamation), becomes subject to an administration order (within the
meaning of the Insolvency Act 1986), or a receiver is appointed in
respect of the whole or any part of its assets;
12.2 In the event of termination, we shall retain any sums already paid to us by the
Client without prejudice to any other rights we may have whether at law or
otherwise, and all payments required under this Agreement shall become due
and immediately payable.
12.3 Any and all obligations of the Parties which either expressly or by their nature
continue beyond the termination, cancellation or expiration of this Agreement
shall survive termination under this clause 12 on a pro-rata basis. - Confidentiality
13.1 Each Party undertakes that throughout the duration of the Agreement, the
Parties may disclose certain Confidential Information to each other. Both
parties agree that they will not use the Confidential Information provided by the
other, other than to perform their obligations under this Agreement. Each Party
will maintain the Confidential Information’s confidentiality throughout the
duration of the Agreement and for 2 years thereafter and will not disseminate it
to any third party, unless so authorised by the other Party in writing.
13.2 We reserve the right to use the Client’s name and a description of the Services
provided in marketing and promotional literature and on our website. The Client
can choose to opt out by so advising us in writing. - No employment: Nothing in this Agreement shall render or be deemed to
render us an employee or agent of the Client or the Client an employee or agent
of ours. - Insurance: We include for Public Liability, Employers’ Liability and Professional
Indemnity Insurance. Details are available upon request. - Assignment and Sub-Contracting
16.1 The Client shall not be entitled to assign the benefits under the Agreement.
16.2 We may sub-contract the performance of any of our obligations under the
Agreement without the prior written consent of the other Party. Where we subcontract the performance of any of our obligations under the Agreement with the
prior consent of the Client, we shall be responsible for every act or omission of
the sub-contractor as if it were an act or omission of our own. - Documentation: We include for any documentation to be submitted in our
normal standard format only. If additional copies or specific requirements are
needed, we reserve the right to apply additional charges. We shall retain title to
the documentation until all payments as detailed above have been paid in full. - Literature and Representations
18.1 Any marketing literature we provide is presented in good faith as a guide to
represent the Services offered and does not form a part of the Agreement.
18.2 No employees or agents of ours are authorised to make any representation
concerning the Services unless confirmed by us in writing. In entering into the
Agreement the Client acknowledges that it does not rely on and waives any
claim for breach of any such representations, which are not so confirmed. - Liability and Indemnity
19.1 It is the Company’s and Client’s obligation to abide by current UK health and
safety, environmental and waste legislation. We will provide, to the best of our
knowledge, advice, guidance and best practice within the realms of current UK
legislation based on the information provided by the Client. Where we have
good reason to believe that our professional advice is not being followed, we
shall take reasonable steps to ensure that any Client overruling or neglecting
our advice is formally made aware of the potential adverse consequences which
may result. We, our employees or agents shall not be liable for any
consequences should our professional advice not be taken.
19.2 We, our employees or agents shall not be liable for any adverse consequences
where the Client has withheld information necessary for us to provide
professional advice.
19.3 It is imperative that we are kept informed of any changes within the business
that may or may not have an effect on the Client’s requirements, legal or
otherwise. Should this information not be forthcoming from the Client, or our
requests for information not be responded to by the Client, we shall have no
liability whatsoever for any effects on the Client’s business requirements for
which we have not been made aware or had no response to requests and have
the right to terminate the contract forthwith without any financial or other liability
to us whatsoever.
19.4 Except in respect of death or personal injury caused by our negligence, we will
not by reason of any representation, implied warranty, condition or other term,
or any duty at common law or under the express terms contained herein, be
liable for any loss of profit or any indirect, special or consequential loss,
damage, costs, expenses or other claims (whether caused by us or our
employees, agents or otherwise) in connection with the performance of our
obligations under the Agreement.
19.5 In the event of a breach by us of our express obligations under these Terms
and Conditions, the remedies of the Client will be limited to damages, which in
any event, shall not exceed the fees paid by the Client for the Services.
19.6 The Client shall indemnify us against all damages, costs, claims and expenses
suffered by us arising from loss or damage to any equipment (including that of
third parties) caused by the Client, or his agents or employees. - Restrictive Covenants: Neither we nor the Client will during the term of the
Agreement and for a period of 12 months from the expiry of this Agreement,
without the other’s prior written consent, appoint in any way or cause to be
employed, engaged or appointed an employee, agent, director, consultant or
independent contractor of the other. Whilst the above restrictions are
considered by the parties to be reasonable in all the circumstances, it is agreed
that if, taken together they are adjudged to go beyond what is reasonable in all
the circumstances for our protection but would be judged reasonable if part or
parts of the wording of them were deleted or its period reduced or an area
defined, they shall apply with such words deleted or with such modifications as
may be necessary to make it valid and effective. - Force Majeure: Neither Party shall be liable for any failure or delay in
performing their obligations under the Agreement where such failure or delay
results from any cause that is beyond the reasonable control of that Party.
Such causes include, but are not limited to: power failure, Internet service
provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes,
acts of terrorism, acts of war, governmental action or any other event that is
beyond the control of the Party in question. - Copyright
22.1 We reserve all copyright and any other rights (if any) which may subsist in the
provision of the Services. We reserve the right to take such actions as may be
appropriate to restrain or prevent infringement of such copyright.
22.2 We will grant a non-exclusive licence to the Client to copy any materials
provided by us as part of work wholly commissioned by the Client provided that
distribution of any such copies is exclusively within the Client’s organisation,
and where a branch of the Client’s organisation is specified in the Agreement,
this non-exclusive licence shall be granted solely to the branch specified
therein. The Client agrees not to use any such materials for training purposes
without our consent. We shall not be responsible for updating the content of
any materials provided to the Client to take account of events or changes in the
law that take place after such materials are provided to the Client. We shall
have no liability for advice given or documents prepared in relation to the
contract if they are used or relied upon in any other context.
22.3 The Client warrants that any document or instruction furnished or given by them
shall not cause us to infringe any letter patent, registered design or trade mark
in the execution of these Services and shall indemnify us against all loss,
damages, costs and expenses awarded against or incurred by us in settlement
of any such claim for infringement which results from our use of the Client’s
information. - No Waiver: No failure or delay by either Party in exercising any of its rights
under the Agreement shall be deemed to be a waiver of that right, and no
waiver by either Party of a breach of any provision of the Agreement shall be
deemed to be a waiver of any subsequent breach of the same or any other
provision. - Severance: The Parties agree that, in the event that one or more of the
provisions of these Terms and Conditions are found to be unlawful, invalid or
otherwise unenforceable, that/those provisions shall be deemed severed from
the remainder of these Terms & Conditions and the Agreement, as appropriate.
The remainder of these Terms and Conditions shall be valid and enforceable. - Notices: All notices under the Agreement shall be in writing and be deemed
duly given when sent, if transmitted by fax or email and a successful
transmission report or return receipt is generated; on the fifth business day
following mailing, if mailed by national ordinary mail, postage prepaid; or on the
tenth business day following mailing, if mailed by airmail, postage prepaid. In
each case notices shall be addressed to the most recent address, email
address or fax number notified to the other Party. - Third party rights: A person who is not a party to this Agreement shall have
no rights under or in connection with it. - Data Protection: Both parties agree to comply with all applicable data
protection legislation, including but not limited to the Data Protection Act 1998
and any subsequent amendments thereto. - Complaints And Dispute Resolution
28.1 If for any reason you are dissatisfied with the Services provided by us, please
contact us at [email protected]. We will endeavour to resolve all
disputes amicably and professionally within 14 working days. Should the
dispute take longer, we will notify the Client accordingly.
28.2 Any complaints that cannot be resolved with our in-house complaints procedure
will be referred for arbitration.
28.3 The Parties agree that the decision and outcome of the final method of dispute
resolution under this clause 28 shall be final and binding on both Parties. - Law and Jurisdiction
29.1 These Terms & Conditions and the Agreement (including any non-contractual
matters and obligations arising therefrom or associated therewith) shall be
governed by and construed in accordance with the laws of England & Wales.
29.2 Any dispute, controversy, proceedings or claim between the Parties relating to
these Terms and Conditions or the Agreement (including any non-contractual
matters and obligations arising therefrom or associated therewith) shall fall
within the jurisdiction of the courts of England and Wales.
