Lawtonash Safety Coach Ltd
THIS AGREEMENT IS MADE BETWEEN:
(1) Lawtonash Safety Coach Ltd a company registered in England under number 11615728 whose registered address is Coldswood Road Ramsgate Kent CT12 5AJ ( “Lawtonash”) and
(2) <<your business name>> of <<your business address>> (“You”)
You and Lawtonash Agree as follows:
1 You wish to engage Lawtonash to provide the services set out in this Agreement and Lawtonash agrees to provide the services to You subject to the terms and conditions of this Agreement
2 This Agreement will commence on the date on which it is signed.
3 The minimum term of the Agreement is 12 months and the following terms apply:.
3.1 After the expiry of the minimum term of 12 months the term will continue thereafter from year to year until cancelled in accordance with the terms of this Agreement or until this Agreement is replaced with an alternative Agreement
3.2 Lawtonash shall be entitled at the end of the minimum term and at the end of each subsequent one-year term to increase the fees payable under this Agreement by up to 5%.
3.3 The Agreement can only be terminated in accordance with clauses 6,7,8 and 9 below
4 This Agreement is personal to the parties and cannot be transferred.
5 The following fees and charges are payable by You:
5.1 A fee of £208.33 per month exclusive of VAT payable monthly in advance each month for the minimum period of 12 months
5.2 Thereafter a fee of £208.33 (or such increased fee as may be payable under clause 3.2 above) exclusive of VAT payable monthly in advance each month for any subsequent term of the Agreement.
5.3 The payment for the first month’s subscription of £208.33 is payable on the date of the signing of this Agreement followed by further monthly advance payments on the same day of each subsequent month (or on the next business day if that date falls on a Saturday or Sunday) payable by recurring credit/debit card payments.
5.4 No services will be provided until the first monthly payment has been received.
6 Either You or Lawtonash may terminate this Agreement by giving to the other not less than 2 months written notice expiring at the end of the minimum 12 month term or after the expiry of
the minimum 12 month term by giving not less than 2 months notice expiring at the end of any subsequent 12 month term.
7 Either You or Lawtonash may immediately terminate this Agreement by giving written notice to the other if:
7.1 the other party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied
7.2 A breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects.
7.3 The rights to terminate this Agreement given by this Clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
8 You may immediately terminate this Agreement at any time during the term of the Agreement UPON PAYMENT of 80% of the total of the remaining unpaid monthly payments that would have been payable if the Agreement were not terminated from the date of termination until the expiry of the minimum 12 month term or if applicable the expiry of any subsequent 12 month term.
9 Lawtonash may terminate this Agreement with immediate effect if :
9.1 You or Your agents in the opinion of Lawtonash exhibit behavioural traits that conflict with and are outside the positive Health and Safety culture promoted by Lawtonash. Upon such termination Lawtonash will refund to You any payment made in advance for a period after the date of termination.
9.2 You fail to make any payment due under the terms of this Agreement by the due date. In this respect You agree that time shall be of the essence in relation to the payment of fees and access to the service may be withdrawn forthwith upon any non-payment of fees.
10 Lawtonash welcomes feedback from clients and, will always use all reasonable endeavours to ensure that your experience as a client is a positive one. If you are dissatisfied for any reason please contact us on 01227 752655
11 You agree that Lawtonash acts in a coaching capacity only to assist You to comply with Health and Safety legislation and regulations and does not provide any warranty of compliance with Health and Safety law. You retain ownership of and are responsible for the management of Health and Safety in Your workplace(s).
12 This Agreement incorporates the Lawtonash Safety Coach Ltd Further Terms and Conditions of Service Agreement as detailed below which are included in and form part of this Agreement.
By agreeing to this Agreement You hereby declare and confirm that you have read and understood the terms of the Agreement set out above and the Lawtonash Safety Coach Ltd Further Terms and Conditions of Service Agreement and that You wish to engage the services of LAWTONASH SAFETY COACH LTD upon those terms and conditions:
LAWTONASH SAFETY COACH LIMITED
FURTHER TERMS & CONDITIONS OF SERVICE AGREEMENT
1. Definitions and Interpretation 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business day” means any day other than a Saturday or Sunday on which ordinary banks are open for their full range of normal business
“Month” means a Calendar month.
“Confidential information” means information which is disclosed to either party by the other party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium and whether or not the information is expressly stated to be confidential).
“due date” means the date upon which the fees are due to be paid as specified in clause 5.3 of the Agreement above.
“fees” means the payments referred to in clause 5 of the Agreement above.
“Party” or “Parties” means the parties to this Agreement, You and Lawtonash.
“Services” means Health and Safety Coach services as detailed on the Lawtonash website.
1.2 Each reference in this Agreement to “writing” and any similar expression includes electronic communications sent by e-mail.
1.3 Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
1.4 Each reference to “the Agreement” is a reference to this Agreement including the further terms and conditions as amended or supplemented at the relevant time.
1.5 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.6 Each reference to the singular number shall include the plural and vice versa.
1.7 Each reference to any gender shall include the other gender.
1.8 References to persons shall include corporations.
2. Provision of the Services 2.1 Lawtonash shall provide the Services with all reasonable skill and care
2.2 Lawtonash shall act in accordance with all reasonable instructions given to it by You and will use its reasonable endeavours to perform the Services within the time scales proposed although for this purpose time shall not be of the essence.
2.3 Lawtonash shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.4 Lawtonash shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by You, subject to Your acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
2.5 Lawtonash will assist in the creation and implementation of documentation and process requirements to support and coach your business in the improvement of its Health and Safety
3. Your Obligations 3.1 You shall use all reasonable endeavours to provide all pertinent information to Lawtonash that is necessary for Lawtonash’s provision of the Services.
3.2 In the event that Lawtonash requires the decision, approval, consent or any other communication from You in order to continue with the provision of the Services or any part thereof at any time, You shall provide the same in a reasonable and timely manner.
3.3 Any delay in the provision of the Services resulting from Your failure or delay in complying with any of the provisions of this Clause shall not be the responsibility or fault of Lawtonash.
4. Fees and Payment 4.1 You shall pay the fees to Lawtonash in accordance with the provisions of the Agreement.
4.2 Lawtonash shall invoice You for Fees due in accordance with the provisions of the Agreement.
4.3 All payments required to be made pursuant to the Agreement shall be made upon the due date.
4.4 Where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
4.5 Without prejudice to clause 9.2 above any sums which remain unpaid after the due date shall incur interest on a daily basis at 8% above the base rate of Lloyds Bank Plc from time to time until payment is made in full of the outstanding sums.
5. Liability, Indemnity and Insurance 5.1 Lawtonash shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
5.2 Lawtonash’s total liability for any loss or damage caused as a result of its negligence or breach of this Agreement shall not exceed the sum paid by You to Lawtonash for the services.
5.3 Lawtonash will not be liable to You for any loss of profit, loss of business, interruption to business, loss of reputation or goodwill, or for any loss of business opportunity.
5.4 Lawtonash will not be liable for any loss arising directly or indirectly from your choice of services and how they will meet your requirements or from your use of the services or any goods supplied in connection with the services.
5.5 You agree that You have entered into this Agreement freely in the knowledge that Lawtonash’s liability to You will be limited.
5.6 Lawtonash shall not be liable for any loss or damage suffered by You that results from Your failure to follow any instructions given by Lawtonash.
5.7 Nothing in this Agreement shall limit or exclude Lawtonash’s liability for death or personal injury.
5.8 Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
6. Confidentiality 6.1 You and Lawtonash undertake that, except as provided by sub-clause .2 or as authorised in writing by the other Party, at all times during the continuance of this Agreement and for 2 years after its termination You and Lawtonash will : 6.1.1 keep confidential all Confidential Information;
6.1.2 not disclose any Confidential Information to any other party;
6.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
6.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
6.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub- Clauses 6.1.1 to 6.1.4 above.
6.2 The provisions of this Clause 5 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
6.3 Nothing herein shall preclude either party from disclosing Confidential Information if that party is required to do so by operation of law.
7. Force Majeure 7.1 No Party to this Agreement shall be liable for any failure or delay in performing their 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.
7.2 In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 3 months, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
8. Data Protection
10.1 All personal information that Lawtonash may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.
10.2 For complete details of Lawtonash’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Lawtonash’s Privacy Notice available from Stocker’s Hill Canterbury Road Boughton under Blean Faversham Kent ME13 9AA.
9. Intellectual Property
23.1 All intellectual property rights in the services provided written produced or designed by Lawtonash, or in any document, or information made or compiled in connection with the services shall remain vested in Lawtonash and You shall not copy modify or reproduce such documentation without the express written consent of Lawtonash.
23.2 You shall notify Lawtonash forthwith of any infringement of its intellectual property rights which comes to Your attention and in the event of the supply of any copyrighted material by You to any third party You shall indemnify Lawtonash against all and any loss or damage suffered by it as a result of the infringement of its rights.
10. No Waiver
No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall
be deemed to be a waiver of any subsequent breach of the same or any other provision.
11. Relationship of the Parties
Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
12. Third Party Rights 12.1 No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
13. Entire Agreement 13.1 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
13.2 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14. Notices 14.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
14.2 Notices shall be deemed to have been duly given: 14.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
14.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
14.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
14.2.4 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, e-mail address, or facsimile number notified to the other Party.
In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
16. Dispute Resolution 16.1 The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
16.2 If negotiations under sub-Clause 13.1 do not resolve the matter within 2 months of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
16.3 If the ADR procedure under sub-Clause 13.2 does not resolve the matter within 4 months of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute
may be referred to arbitration by either Party. 16.4 The seat of the arbitration under sub-Clause 13.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
16.5 Nothing in this Clause 13 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
16.6 The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause 13 shall be final and binding on both Parties.
17. Law and Jurisdiction 17.1 This 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 and Wales.
17.2 Any dispute, controversy, proceedings or claim between the Parties relating to this 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.