In these Terms and Conditions the following words and expressions shall have the following meanings: -
- “The Agreement”: means the agreement (of which these Terms and Conditions form part) between the Company and the Customer for the provision of the Services.
- “The Company”: means the company named in this document below.
- “Fee”: means the Fee specified payable by the Customer for the provision of the Services.
- “Representative”: means an employee of the Company or any other person/subcontractor working under the direction of the Company.
- “Services”: means the services detailed in this document.
Application and agreement.
These Terms and Conditions apply to the provision of the service detailed in our booking confirmation (Service) by Whale Fire Ltd a company registered in England and Wales under number 07552469 whose registered office is at Room 30, Aero 16, Redhill Aerodrome, Kings Mill Lane, Redhill, Surrey RH1 5YP(we or us) to the person buying the services (you).
1. You are deemed to have accepted these Terms and Conditions when you accept our booking confirmation or from the date of any performance of the Service (whichever happens earlier) and these Terms and Conditions and our booking confirmation (the Contract) is the entire agreement between us.
2.You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf by persons not employed by the company. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
3.These Terms and Conditions shall override all other terms and conditions inconsistent with it, whether express, implied or otherwise, including but not limited to terms, conditions or stipulations contained in any order of the Customer or otherwise stipulated by the Customer and which are at variance with or additional to these Terms and Conditions.
4.Any attempt by the Customer to vary or amend these Terms and Conditions will not be binding on the Company unless the Company has agreed in writing to the variation or amendment
5.A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales between the hours of 9am – 5pm.
6. ‘Premises/property’ refer to the building for which the service has been requested.
7.The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
8.We will ensure that we will use reasonable care and skill in our performance of the Service, which will comply with the quotation and booking confirmation, including any specification in all material respects. We can make any changes to the Service, which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
9.The Company shall provide the Customer with the Services for the Fees and subject to these Terms and Conditions
10.We will use our reasonable endeavours to complete the performance of the Service within the time agreed.
11. All of these Terms and Conditions apply to the supply of any goods as well as Service unless we specify otherwise.
12.You must obtain and give us any permissions, consents, access agreements or otherwise that we need. Also access to any and all relevant information, properties and any other matters which we need to provide the service. You must also ensure, where reasonable, that the premises to be assessed is of a standard to allow for the safety of our representative.
13.If you do not comply with clause 13, we can terminate the Service and a cancellation fee will be chargeable.
14.We are not liable for any delay or failure to provide the services if this is caused by your failure to comply with the provisions of this section (Your obligations)
15.The Fees for the Service are set out in the quotation initially and again in the booking confirmation by email. The Customer shall pay the Company the Fees for the Service on receipt of the invoice and prior to dispatch of the documentation, in accordance with this clause.
16.No Services shall be performed outside Normal Business day unless agreed in writing in advance with the Company. The fees for such Services will be separately agreed.
17.The Company reserves the right to require the Customer to pay sums on account of Charges incurred or to be incurred, and reserves the right to withhold or suspend the Services until such sums have been received.
18.The Company shall be entitled to make additional charges in respect of costs, charges or expenses incurred by the Company as a result of (i) the Customer not supplying clear and legible copy or instructions; (ii) corrections or other work not specified as part of the Services
19.Cancellations fees are 50% of the quoted Service Fee.
20.The fees are net of any applicable VAT and other taxes or levies which are imposed or charged, by any competent authority.
Cancellation and amendment
21.We can withdraw, cancel or amend a quotation, if it has not been accepted by you, or if the Service has not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn)
22.Either you or we can cancel an order for any reason, prior to your acceptance (or rejection) of the quotation.
23.If you want to amend any details of the service you must tell us in writing/email giving a minimum of one-business days’ notice of the booked Service date. We will use reasonable endeavours to make any required changes. Cancellation fee will be charged in the event that we are given less than 24 hours (1 business day) notice of the change to the confirmed appointment, or if our assessor is unable to gain access or complete the assessment, due to the condition of the premises, as described in clause 13, or should you state you no longer require the service after the assessor has visited the premises.
24.If, due to circumstances beyond our control, we have to make any changes in the Service or how it is provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
25.We will invoice you for payment of the fees, on the following Business day after the Fire Risk Assessment or Work(Service) takes place. All relevant documentation is issued on receipt of the payment.
26.All Fees are due and payable no later than 7 days net from the date of invoice, unless credit terms have been agreed between us. No sum shall be regarded as paid until the date of actual receipt of cleared funds by the Company or its bankers.
27.The Customer must make any dispute or query relating to any invoice to the Company in writing within 7 days net of the date of such invoice, otherwise the invoice will be treated as being accepted by the Customer.
28.If any Fee is not paid by the Customer by the due date, the Company reserves the right to charge interest on the outstanding balance until payment at the rate of 8% per year under section 69 of the County Courts Act 1984.
29.All payments due under these Terms and Conditions must be made in full without any deduction or withholding, except as required by law and neither of us can assert any credit, set-off or counterclaim against the other, in order to justify withholding payment, of any such amount in whole or in part.
30.If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services, which have been ordered by, or otherwise arranged with you.
31.We will issue receipts for payment only at your request.
32.All payments must be made in GBP unless otherwise agreed in writing between us.
Sub-Contracting and assignment
33.We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner, any or all of our obligations to any third party.
34.You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner, with all or any of your rights or obligations under these Terms and Conditions.
35.We can terminate the provision of the Service immediately if you:
- a) commit a material breach of your obligations under these Terms and Conditions; or
- b) fail to pay any amount due under the Contract on the due date for payment; or
- c) are, or become, or in our reasonable opinion are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision, for the relief of insolvent debtor; or
- d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors or notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
36.We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Service. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
37.Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited, as set out in this clause.
38.The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
39.We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Service or the performance of any of our other obligations, under these Terms and Conditions or the quotation for:
- a) Any indirect, special or consequential loss, damage, costs, or expenses; or
- b) Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
- c) Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- d) Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
- e) Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
40.The Company expressly excludes liability for consequential loss or damage of any kind including, but not limited to, loss of profits, loss of business revenue, loss of goodwill and loss of data howsoever arising which may be suffered by the Customer in respect of any breach of this Agreement or any representation or tortuous act or omission (including negligence and breach of statutory duty) arising under or in connection with the Agreement.
41.Neither of us is liable for any failure or delay in performing our obligations, 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. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions by notice in writing.
42.All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
43.Notices shall be deemed to have been duly given:
- a) When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
- b) When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; or
- c) On the fifth business day following mailing, if mailed by national ordinary mail;
44.All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
45.Failure or neglect by the Company to enforce at any time, any of the provisions hereof shall not be construed as, nor shall it be deemed to be, a waiver of the Company’s rights hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions, nor prejudice the Company’s rights to take subsequent action.
Non-Solicitation of Staff
46. The Customer shall not without the prior written consent of the Company, at any time during the continuance of or within 12 months after the date of expiry, completion or termination of this Agreement, employ, utilise the services of, solicit or endeavour to entice away from, or discourage from being employed by the Company, any person who is or shall at any time between the date of the Agreement and the date of such expiry, completion or termination be, a Representative whose duties have included the provision of any Services, during the period of twelve months prior to such employment, utilisation, solicitation or endeavour.
47. The Customer agrees that if it is in breach of this clause, damages may not be an adequate remedy and the Company may wish to apply for an injunction or other form of interlocutory relief or to take other action. Nevertheless the Customer shall, if in breach of this clause, pay on demand to the Company (as is agreed to be a genuine pre-estimate of the loss likely to be suffered by the Company as a result) a sum representing the gross amount paid to that Representative during the last 6 months immediately prior to such employment, utilisation, solicitation or endeavour (other than travelling or subsistence) plus the costs incurred by the Company in recruiting a suitable replacement but without prejudice to the other rights and remedies of the Company pursuant to this Agreement.
Data Protection Act 1998 & General Data Protection Regulation (GDPR)
Law and jurisdiction
49.This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the agreement (including non-contractual disputes or claims) shall be subject to exclusive jurisdiction of the English and Welsh courts.