1. Duration of contract
The length of this contract is from the commencement date and term as set out on the order form.
2.1 These are the terms and conditions of KGS. Any work, which is carried out by KGS, will be in accordance with these terms & conditions. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
2.2 KGS may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation, other documentation relating to the provision of the service without any liability to the client.
2.3 KGS may at any time without notifying the client make changes to the service which are necessary to comply with any Health & Safety, Employment law or other statutory requirements or which do not materially affect the nature or quality of the specified services.
2.4 One visit by an H&S advisor of KGS consists of a visit that will last up to four hours.
2.5 KGS acts in a consultancy capacity to assist its clients with health and safety legislation and regulations and does not provide any warranty of compliance with health and safety law. It is the client’s responsibility to ensure the management of Health and Safety within its own workplace.
3.1 In consideration of the services to be rendered by KGS under this agreement the client agrees to make the payments promptly and in any event within 28 days of the date of demand for payment by KGS in accordance with clause 10 hereof (whether orally or in writing) without demand, deduction or set off.
3.2 All sums payable under this agreement, unless otherwise stated, are exclusive of VAT and other duties or taxes. Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.
- The fees charged are for the items described on the order form and quotation signed by the client and/or for any agreed additional services provided by KGS. If the client provides KGS with incorrect information or fails to follow KGS’s advice, KGS reserves the right to charge the client the current hourly rate as communicated to you separately.
- clients with Employment Tribunal cover will not be charged for litigation, however in the event the client does not follow the advice of KGS, or does not seek advice from KGS, KGS has the right to withdraw the Employment Tribunal cover and charge the client the current hourly rate.
- Employment Tribunal cover is for representation only and is not payable for any recoverable costs/awards made by the Employment Tribunal.
- KGS will provide Employment Tribunal cover clients with options, in the event the client opts for an option not recommended by KGS, KGS will not be liable for any cost, charges or losses sustained or incurred by the client that arise directly or indirectly from the client’s option choice.
- Clients are required to contact KGS at the beginning of any concerns arising.
- Employment Tribunal cover does not apply to litigation that started prior to signing of the contract, for litigation as a result of seeking advice from third parties and/or failure to seek advice from KGS at the start of any concerns.
- Where the client instructs KGS to provide employment law services then the fees for such services shall be calculated at the current hourly rate. KGS fully reserves the right to cancel all employment services provided to the client by KGS, if the client fails to disclose all relevant information to KGS.
- KGS reserve the right to increase the hourly rate provided that such rate cannot be increased more than once in any 12 month period. KGS will give the client one calendar months notice of any such increase.
The client agrees to pay money on account of the fees due to KGS by monthly instalments unless both parties agree otherwise subject to clause 10 hereof.
All information passed to KGS in the course of their work, which is not publicly available, will be kept strictly confidential.
6. Validity of Proposal
These terms and conditions will form the basis of the contract between the client and KGS.
7.1 The client warrants its power to enter into this agreement and has obtained all necessary approvals to do so and the signatory on behalf of the client has authority to sign this agreement on behalf of the client.
7.2. KGS warrants to the client that the service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the service and at the intervals and times referred to in the quotation.
7.3. KGS shall have no liability to the client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the client which are incomplete, inaccurate, illegible, out of sequence or on the wrong form, and/or arising from their late arrival or non-arrival, or any other fault of the client, including any misrepresentation made by the client.
8.1. Without affecting any other right to remedy available to it, KGS may terminate this agreement with immediate effect by giving written notice to the other party if:-
(a) The client commits a material breach of any term of this agreement which breach is irremediable or, if such breach is remediable, fails to remedy that breach within 14 days after being notified in writing to do so.
(b) The client takes any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors being wound up, whether voluntarily or by order of the court, having a receiver appointed to any of its assets or ceasing to carry on business or the client suspends or threatens to suspend or threatens to cease to carry on all or substantial part of its business or the client’s financial position deteriorates to such an extent that in KGS’s opinion the client’s capability to adequately fulfil its obligations under this contract has been placed in jeopardy.
(c) The levying of any distress or execution against the client.
8.2 Without affecting any other right or remedy to it, KGS may terminate the contract with immediate effect by giving written notice to the customer 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 14 days after being notified in writing to make such payment or there is a change of control of the client.
8.3 The client shall immediately pay to KGS all of KGS’s outstanding unpaid invoices and interest and in respect of the services supplied but for which no invoice has been submitted KGS may submit an invoice which will be payable immediately upon receipt. KGS shall also be entitled to recover payment for the period remaining under the term of the contract, which, but for the client’s default KGS would have been entitled to charge.
8.4 Termination of the contract shall not affect any of the parties right and remedies that have accrued at its 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 any provision of the contract that expressly or by implication intended to come into or to continue in force on or after termination shall remain in full force and effect.
8.5 If KGS fails to provide the service as set out in the quotation and order form the client has 14 days to bring this to the attention of a Director of KGS. Failure to advise KGS of any issues within this period will be deemed as accepted by the client. All outstanding issues must be resolved within 1 calendar month from the date the Director of KGS is informed. Failing this, the client may cancel the contract after 28 days has elapsed since reporting the issue to a director of KGS.
8.6 If the contract is terminated for any other reason the total fees will become payable by the client as there is no provision for early termination apart from that set out in paragraphs 8.1 and 8.2.
8.7 KGS shall under no circumstances whatever be liable to the client whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss arising under or in connection with the contract and KGS’s total liability to the client in respect of all other losses arising under or in connection with the contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall under no circumstances exceed £2000.00.
9. Client Obligations
9.1 The client shall:-
(a) cooperate with KGS in all matters relating to the provision of the services,
(b) provide for KGS its agents, contractors, consultants and employees in a timely manner and at no charge access to the client’s premises, office accommodation and other facilities as reasonably required by KGS,
(c) provide in a timely manner such information as KGS may reasonably require and make sure that it is accurate in all material respects and
(d) if KGS’s performance of obligations under this agreement is prevented or delayed by any act or omission of the client its agents, sub contractors, consultants or employees. KGS shall:-
(1) not be liable for any cost, charges or losses sustained or incurred by the client that arise directly or indirectly from such prevention or delay, and reserves the right to charge the client an hourly rate as communicated separately.
(2) be entitled to payment of the fees despite any such prevention or delay and
(3) be entitled to recover any additional costs, charges or losses KGS sustains or incurs that arise directly or indirectly from such prevention or delay.
9.3 KGS and its licensor shall retain ownership of all its intellectual property rights (IRP)
9.4 The client and its licensor shall retain ownership of all intellectual property rights in the client materials.
9.5 KGS grants the client or shall procure the direct grant to the client of a full paid up worldwide, non exclusive royalty fee license to copy and modify KGS’s IPR for the purposes of receiving and using the services in the clients business during the term of the contract.
9.6 The client grants KGS a full paid up non exclusive royalty free non transferable license 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 contact.
9.7 The client shall keep KGS indemnified in full against any sums awarded by a court against KGS as a result or in connection with any claim brought by KGS for infringement of a third parties rights including any intellectual property rights arising out or in connection with the receipt or use of the client materials by KGS.
10. Charges and Payment
10.1 In consideration of the provision of the service the client shall pay KGS the charges in accordance with this clause.
10.2 KGS shall submit invoices for the charges plus VAT if applicable to the client monthly in arrears, on or after the 1st day of each month. Each invoice shall include all reasonably supporting information required by the client.
10.3 The client shall pay each invoice (or the balance outstanding on the invoice after deduction by KGS of any monthly instalments already paid by the client) submitted to it by KGS within 28 days of receipt to a bank account nominated in writing by KGS.
10.4 If the client fails to make any payment due to KGS under this contract by the due date for payment then without limiting KGS’s remedies under clause 9 above the client shall pay interest on the overdue amount at the rate of 4% above the base rate from time to time in force with National Westminster Bank Plc. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount whether before or after judgement. The client shall pay the interest together with the overdue amount.
10.5 KGS may suspend all services until payment has been made in full.
All course exercises, hand-outs and related publications will be the copyright material of KGS. After the agreement has ended the client will not be permitted to use/copy these materials for training or any other purpose within their own company or other interested party unless the prior consent has been given by a Director of KGS.
12. Data Protection