In this contract:
“Charges” mean the charges payable by you to us for the provision of goods and services as set out in the Order or any revised version of the Order notified to you.
“Contract” means these General Terms and Conditions, the Order and any other documentation specifically incorporated into the contract in writing.
“ Contract period” means the term of contract for which there is a contractual obligation to receive goods and services offered by GH Outsourcing Solutions Limited as agreed in the Order.
“Customer” means the person or organisation receiving products and services from GH Outsourcing Solutions Limited under the terms of the contract.
“Order” means a schedule, which sets out the scope of the service, the relevant charges and any special terms that are particular to that Order.
“Service Level” in relation to the service means the performance standard, if any, set out in the Order.
“Service Maintenance Agreement” means a contract provided covering a scheduled service activity as defined in the Order.
“Service Partner” means a person or company appointed by GH Outsourcing Solutions Limited to carry out part or the entire contractual obligation.
“Start Date” means the target date for the commencement of the provision of the service to you.
“Company” means GH Outsourcing Solutions Limited its directors, employees or service partners.
Services Provided by Us
- We will provide the services in accordance with the terms of this contract. (Our retained Service Maintenance Agreement covers the support as documented and additional services may be charged for).
- We will use reasonable skill and care when providing the service. We will act with our greatest intentions and best use of our current knowledge at all times.
- The services are provided for you in the course of your business.
The customer is responsible for ensuring that:
- their business maintains proper records.
- to the best of your knowledge and belief, the information provided is reliable.
- the activities of the business are conducted honestly.
- you comply with all laws and regulations applicable to its activities.
- you will make full disclosure to the supplier of all relevant information.
- you are responsible for establishing your own controls to oversee the work of the supplier.
- your business insurance covers the temporary working of the suppliers representative.
- all such offices and other facilities at your place of business are provided to the supplier together with access to such necessary computer and telephone systems and authority to use the Client’s branding where required to enable the Supplier to perform its duties.
Limitation of Liability
- Neither GH Outsourcing Solutions Limited, its directors, employees or service partners shall be liable for any losses arising for any reason whatsoever from information contained in any products or services provided to the customer. GH Outsourcing Solutions Limited, its directors, employees or service partners attempt at all times to offer products and services which (as far as they are aware) represent the law at the time that the products are prepared and acts in good faith, but cannot be responsible for any losses arising from the information or advice given. In line with all other areas of business management, it is the responsibility of the customer to be aware of and be acquainted with any subsequent changes made to employment and health and safety legislation.
- Neither GH Outsourcing Solutions Limited, its directors, employees or service partners shall be liable for any losses arising from services or guidance provided where the customer withholds or disguises information, is dishonest or misleading with information or for circumstances in which the Company was not made aware.
- GH Outsourcing Solutions Limited, its Directors, employees or service partners cannot be responsible for any error or omissions caused by the customers’ errors or misunderstandings of the products and services provided to produce employment and health and safety documentation. This includes, but is not limited to, the lack of action by the customer on suggestions or actions required. Purchasing GH Outsourcing Solutions Limited products and services does not relieve the customer of legal responsibility of compliance with employment and health and safety regulations including the responsibility of carrying out health and safety risk assessments in the customers’ business. For the avoidance of doubt, our company may advise a customer on how to do health and safety risk assessments but will not carry out or be responsible for customers health and safety risk assessments.
- These terms and conditions shall take precedence over all customers’ standard purchase order terms and conditions. Any additional terms and conditions shall be mutually agreed and identified within the contract documentation.
- The Company wishes to provide a high quality service at all times and deliver error free work. However it is accepted that human error may occur. If at any time the Customer would like to discuss with the Company how the service could be improved or if they are dissatisfied with the service they are receiving, the Customer shall be advised by contact with a representative of the Company. The Company undertakes to look into any complaint carefully and promptly. If the Company has given a less than satisfactory service they will undertake to do everything reasonable to put this right.
- The Company does not have professional indemnity insurance covering advice given on asbestos containing material and cannot be held liable for information or advice provided in good faith.
- The Company will provide the professional services outlined in the contract with due care and diligence. However, the Company will not be responsible for any losses, penalties, surcharges, interest or additional liabilities directly or indirectly arising from the supply by the Customer or others of incorrect or incomplete information, or from the failure by the Customer or others to supply any appropriate information within the time limits outlined within the terms of this engagement, or the failure to act on their advice or respond promptly to communications from the Company or the authorities. The Customer agrees to hold harmless and indemnify the Company against any misrepresentation (intentional or unintentional) supplied to the Company orally or in writing in connection with these terms and conditions. The Company shall not be held responsible for causes of claims arising from engagement scope disputes that are described as “expectation gap” and “engagement creep”.
- Nothing in these terms and conditions shall be construed or have effect as constituting any relationship of employees and employer between the Customer and the Company.
- We may assign, sub-contract or otherwise transfer this Contract or any part of it to any third party at our absolute discretion.
- You may not assign, sub-contract or otherwise transfer this contract or any of your rights or obligations arising under it without our written consent.
- Except as expressly set out in this contract, all intellectual property rights in our products and services will remain with us or our suppliers or licensors.
- All products and services supplied by our company shall be the copyright of Gavin Hopkins of GH Outsourcing Solutions Limited and shall not be reproduced or used except for the direct use of the customer in managing his/her business. The products and services may not be sold for gain or otherwise used for producing any business documentation for any other party or employees of any other party. The products and services are strictly for the use of the customer only.
- For contracts incorporating a Service Maintenance Agreement where products and services are provided on a scheduled basis, the minimum term of the contract shall be for a period of one year from the commencement date of the contract. After the first years term the contract shall be extended on an annual basis unless the customer or the company gives at least three months prior notice in writing to terminate the agreement on the first anniversary of the contract or at any subsequent anniversary.
- For customers with ongoing Service Maintenance Agreements that are billed on a monthly basis, three months’ notice in writing is required to terminate the agreement.
- After the minimum one-year period the contract rate shall have an automatic RPI (based on current applicable Bank of England rates) price increase. Where the company can demonstrate that there have been significant unpredicted cost increases over and above a standard RPI price increase, these can be recovered within the contract rates on a cost plus 15% basis at the anniversary of the contract.
- Neither party will disclose to any third party, without written prior consent of the other party, any confidential information which is received from the other party as a result of this contract. Both parties agree that any confidential information received from the other party will only be used for the purposes of providing products and services. This clause applies for the duration of the contract term and for a period of 12 months following any contract termination. These restrictions will not apply if the conditional information:
- Is generally available to the public other than as a result of breach of an obligation under Clause 8.1; or
- Is acquired from a third party who owes no obligation of condition in respect of the information; or
- Is or has been independently developed by the recipient
- Notwithstanding Clause 8.1, the company will be entitled to disclose your confidential information to a third party to the extent that this is required by any court or competent jurisdiction or by a government or regulatory authority, or where there is a legal right, duty or requirement to disclose such confidential information.
- During the course of offering the products and services it may be necessary to create a data- base to provide the customer with regular updates. In accepting these terms and conditions the customer agrees to receive additional information appropriate to the product and services offered. The database shall be used for no other purposes without the customer’s prior written consent.
- The Company will hold Customer related information on file at their offices in a secure manner. Upon termination of any contract, the file may be securely archived. At the written request of a customer, the Company will remove all Customer held records from the database and from the archive files.
- On occasions, the Company may be asked to act on behalf of the customer for research or to act on behalf of the customer (eg RIDDOR reporting, HSE guidance, legal responses). The customer hereby agrees that the Company may refer to the business in these circumstances.
- Neither party will be liable to the other for any delay in performing or failure to perform any of its obligations under this Contract (other than the obligation to pay the Charges), which occurs as a result of circumstances beyond a party’s reasonable control.
Laws and Disputes
- This contract will be constructed in accordance with and governed by the laws of England.
- In the event of a dispute raised by either party, every reasonable effort shall be made in the first instance to resolve the dispute to the mutual satisfaction of both parties directly between the company and the customer.
- If the dispute is still unresolved in accordance with clause 10.2 the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
Payment and Charges
- All charges must be paid strictly within 15 days from the issue date of the invoice unless stated in the contract documentation.
- All Charges are stated exclusive of VAT. You will be responsible for paying VAT and other applicable taxes.
- We may charge interest on amounts overdue from time to time on a daily basis at a rate of 4% above the base rate of the Royal Bank of Scotland plc, to run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount.
- The customer agrees to pay any legal costs howsoever incurred arising out of any dispute over any of the terms of this agreement.
- Where appropriate the Directors of a Limited company are held joint and severally liable for all fees.
- Under the terms and conditions of a Service Maintenance Agreement the client agrees to pay for the products and services on a monthly basis on the 15th day of each month by standing order or direct debit. If the customer falls behind with the payment schedule under the terms and conditions of the contract, GH Outsourcing Solutions Limited has the right to end the agreement and can commence the contract termination procedure under clause 11.6
- The termination procedure commences with a written notice to the customer from GH Outsourcing Solutions Limited setting out the reason for termination. The total payment for the remainder of the contract term will become due and shall be paid within 7 days of the date of the notice.Version 7.0 August 2015