- APPLICATION OF TERMS
1.1 These Terms and Conditions govern all contracts for the supply of goods and/or services by HSQE Consultancy Ltd (“the Supplier”) to any customer (“the Customer”) and shall prevail over any other documentation or communication issued by the Customer.
1.2 Where issued, a Specification Document shall outline the scope of goods and/or services and the corresponding price. By instructing the Supplier to proceed, the Customer confirms acceptance of the Specification Document and these Terms.
1.3 Any variation to these Terms must be expressly agreed in writing and signed by a Director of the Supplier. - PRICING AND PAYMENT TERMS
2.1 Payment is required upfront for all goods and services, including for repeat or returning customers, unless otherwise agreed in writing by the Supplier.
2.2 Where a Purchase Order (PO) number is provided, the Customer shall make full payment within thirty (30) days of the invoice date without set-off, deduction or delay.
2.3 The Supplier reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, together with statutory compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
2.4 Legal and beneficial title to all goods shall remain vested in the Supplier until all outstanding sums owed including interest have been settled. The Supplier reserves the right to recover goods in the event of nonpayment or insolvency.
2.5 The Supplier reserves the right to suspend all services, reports, training delivery, site visits, or project work where any invoice remains unpaid beyond its due date. The Supplier shall have no liability for any delay, disruption, or loss arising from such suspension, and any resulting project rescheduling may incur additional charges. - CUSTOMER OBLIGATIONS
3.1 The Customer shall co-operate fully with the Supplier, providing all necessary information, access, authorisations, approvals, documentation, and materials required to deliver the goods and/or services. 3.2 The Customer shall comply with all obligations stated in the Specification Document or otherwise agreed in
writing.
3.3 The Customer shall indemnify the Supplier for all costs, losses, expenses, damages or liabilities incurred as a result of the Customer’s delay, obstruction, or failure to comply with any obligations under this Agreement. - CANCELLATION, REFUNDS AND DAMAGES
4.1 The Customer may cancel service bookings subject to the following refund policy:
– Cancellations made 13-21 days before the scheduled date: full refund or credit note.
– Cancellations made 8-12 days before the scheduled date: 50% refund.
– Cancellations made within 7 days of the scheduled date: no refund.
4.2 Cancellations made with less than five (5) working days written notice, or unlawful termination of the agreement, shall render the Customer liable to pay the following liquidated damages:
a) The full amount of any third-party costs to which the Supplier has committed; and
b) The full amount of the goods and/or services contracted for where cancellation occurs within less than five (5) working days of the scheduled date.
4.3 The Customer accepts that the charges under this clause represent a genuine pre-estimate of the Supplier’s losses and are not a penalty.
4.4 Failure by the Customer to comply with Clause 3 shall constitute a cancellation attracting charges under this Clause. - DELAYS, INTERFERENCE AND FAILURE TO GIVE ACCESS
5.1 Where the Customer or any third party other than the Supplier’s subcontractors causes delay, obstruction or prevents performance of the Supplier’s obligations, the Supplier shall have no liability for delay, disruption, or consequential loss.
5.2 The Supplier shall be entitled to extend project timelines and to claim additional costs, charges, or expenses resulting from such interference.
5.3 The Supplier shall notify the Customer where reasonably practicable of any anticipated delay or claim for additional costs.
5.4 Where the Supplier is required to undertake additional site visits due to incomplete access, unavailable personnel, or site conditions outside the Supplier’s control, the Supplier reserves the right to charge additional fees. - CARD FEES AND TAXES
6.1 A processing fee may apply to certain commercial or corporate card payments where permitted by law.
6.2 Payments made by debit card shall not incur a surcharge.
6.3 VAT is payable in addition to quoted prices and shall be clearly itemised on invoices. - LIMITATION OF LIABILITY
7.1 To the fullest extent permitted by law, the Supplier shall not be liable for indirect or consequential loss, loss of profit, loss of opportunity, loss of business, or any loss arising from delay, disruption, restricted access, or reliance on incomplete or inaccurate information supplied by the Customer.
7.2 Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded by law.
7.3 The Supplier’s total liability arising under or in connection with the services shall not exceed the total fees paid by the Customer for the services giving rise to the claim.
7.4 No claim arising out of or in connection with the services may be brought against the Supplier unless written notice of the claim is provided within twelve (12) months of completion of the services. - TERMINATION AND SUSPENSION
8.1 The Supplier may suspend or terminate services immediately where the Customer fails to comply with these Terms, fails to make payment when due, or otherwise hinders performance.
8.2 Upon termination, all outstanding charges, fees, and committed costs shall become immediately due and
payable. - GOVERNING LAW AND JURISDICTION
9.1 These Terms and all related contracts shall be governed by and construed in accordance with the laws of England and Wales.
9.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. - INTELLECTUAL PROPERTY RIGHTS
10.1 All intellectual property, including but not limited to reports, assessments, training materials, templates, photographs, methodologies, and recommendations created by the Supplier (“Deliverables”) shall remain the property of the Supplier unless otherwise agreed in writing.
10.2 The Customer is granted a non-exclusive, non-transferable license to use the Deliverables solely for internal business purposes.
10.3 The Customer shall not copy, modify, distribute, publish or share the Deliverables with any third party without the Supplier’s prior written consent.
10.4 The Supplier retains the right to reuse non-confidential components of the Deliverables for future projects. - CONFIDENTIALITY
11.1 Each party agrees to keep confidential all information obtained from the other party except where disclosure is required by law.
11.2 The Supplier may use anonymised or generic project information for training, quality assurance, auditing or marketing purposes unless the Customer expressly objects in writing. - FORCE MAJEURE
12.1 The Supplier shall not be liable for any delay or failure to perform obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to illness, equipment failure, industrial action, or acts of God.
12.2 Timeframes shall be extended accordingly, and additional reasonable costs may be charged. - SUBCONTRACTING
13.1 The Supplier reserves the right to subcontract any part of the services to suitably qualified third parties.
13.2 The Supplier shall remain responsible for the acts and omissions of its subcontractors. - CUSTOMER-SUPPLIED INFORMATION & RELIANCE
14.1 The Supplier shall rely on information provided by the Customer and shall not be liable for inaccuracies, omissions, or incomplete data.
14.2 Any conclusions or recommendations within reports are based on the information available at the time of assessment. - DATA PROTECTION
15.1 The Supplier shall process personal data in accordance with UK GDPR and the Data Protection Act 2018.
15.2 The Customer confirms it has obtained all necessary consents to provide personal data to the Supplier. - STORAGE & RETENTION OF DOCUMENTATION
16.1 The Supplier shall retain project documentation for a minimum of six (6) years unless otherwise agreed.
16.2 After this period, documents may be securely destroyed without notice. - HEALTH & SAFETY REQUIREMENTS (On-Site Work)
17.1 The Customer shall ensure safe access to all relevant areas and compliance with health and safety legislation.
17.2 The Supplier may refuse to proceed where conditions are unsafe.
17.3 Any delay or cancellation due to unsafe conditions shall be treated as a Customer-caused delay under Clause 5. - PROFESSIONAL OPINION & LIMITATION
18.1 All advice and recommendations constitute the Supplier’s professional opinion based on industry standards and available information at the time.
18.2 The Supplier does not guarantee legal compliance, responsibility for statutory compliance rests solely with the Customer.
18.3 Reports, assessments, and recommendations apply only to the site, conditions, and information available at the time of inspection and must not be relied upon for other premises, operations, or time periods.
18.4 The Supplier provides advisory and assessment services only. Implementation of recommendations and compliance with statutory obligations remain the sole responsibility of the Customer.
18.5 Regulatory authorities may interpret legislation and guidance differently. The Supplier shall not be liable for enforcement action or regulatory decisions arising after the services have been delivered. - CHANGES TO SCOPE
19.1 Any Customer-requested alteration to scope shall constitute a variation and may result in additional charges and revised timelines.
19.2 Variations will only proceed once confirmed in writing by both parties. - NON-SOLICITATION
20.1 The Customer shall not solicit, employ, or attempt to employ any employee or subcontractor of the Supplier for a period of twelve (12) months following completion of the services without written consent. - SURVIVAL OF TERMS
21.1 Clauses relating to payment, confidentiality, intellectual property, limitation of liability, and any obligations that by their nature should survive termination shall remain in effect after the contract ends. - ACCEPTANCE OF TERMS
22.1 The Customer is not required to sign these Terms and Conditions for them to take effect.
22.2 These Terms shall become binding and enforceable upon the Customer once issued as part of any quotation, proposal, Specification Document, or communication from the Supplier, and by proceeding with any instruction, booking, engagement, or purchase, the Customer is deemed to have accepted these Terms in full. - THIRD PARTY RELIANCE
23.1 No third party shall be entitled to rely upon any report, assessment, advice, or deliverable produced by the Supplier without the Supplier’s prior written consent. - ENTIRE AGREEMENT
24.1 These Terms and the Specification Document constitute the entire agreement between the parties and supersede any prior discussions, negotiations or representations.