1.1. Company – Barrett Corp & Harrington Ltd
1.2. Services – the service or services as specified in the Covering Letter and accompanying emails.
1.3. Covering Letter – the letter to which these Terms and Conditions were attached
1.4. Client – the person(s), firm, business or company that purchases the Services from the Company.
2. Basis of Contract
2.1. The Covering Letter and accompanying emails shall be read as, a part of these Terms and Conditions.
2.2. The Services to be undertaken will normally be set out in the Covering Letter or, in the absence of an applicable letter, as otherwise agreed with the Client.
2.3. These Terms and Conditions and the Covering Letter supercede any earlier terms of engagement that may have been agreed with the Client.
2.4. The terms of the Covering Letter override these Terms and Conditions to the extent of any inconsistency.
2.5. The Client’s continued instructions amount to acceptance of these Terms and Conditions.
2.6. The Company reserves the right to suspend or cancel the contract if it is prevented from carrying out its business and obligations under this contract due to circumstances beyond its control.
3. Fees and Payment
3.1. The Company’s fees for provision of the Services will be set out in the emails accompanying the Covering Letter.
3.2. If the scope of the Services is altered or significantly different from that envisaged by the Company, after discussion with the client but at the Company’s sole discretion, the Company reserves the right to amend the fee as appropriate.
3.3. Unless otherwise agreed, payment is due within 7 days of the report and invoice date. If payment is not received by the due date, interest will be charged on a daily basis at 2% above the base rate of the Company’s bank. The Company also reserves the right to add an administrative charge for chasing any debt.
4. Access and Information
4.1 The Client will allow the Company access to the premises, facilities and information as reasonably required to undertake the Services. The Client will arrange access for the Company at the premises. The Company agrees to adhere to and abide by any and all of the Client’s reasonable policies whilst on the premises, including, but not limited to, the Client’s Health and Safety Policy statement and the Client’s Business Code of Conduct (as applicable). The Company shall also keep all information provided by the Client confidential to the same standards as it would its own confidential information and shall return or place Client information beyond use within seven (7) days of a request by the Client. Each party may retain and/or disclose the other party’s confidential information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority
4.2 If agreement cannot be reached as to the information and access required then the Contract for the specified Services will be deemed cancelled.
5. Limitation of Liability
5.1. Nothing in these Terms and Conditions shall exclude or limit the Company’s liability for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
5.2. The Company shall not be liable for any consequential, indirect or economic loss of whatever nature arising out of this contract.
5.3. The liability of the Company in connection with this contract, whether for negligence or breach of contract, shall in no event exceed £10,000,000 any one claim.
5.4. In the event that any claim, for any reason whatsoever, fails to be accepted or met by the Company’s liability insurers, then such claim will be limited to £5,000.
5.5. The duties and responsibilities owed to the Client are solely and exclusively those of the Company. No employee, director or agent of the Company shall owe the Client any personal duty of care, or be liable for any loss or damage howsoever arising, as a consequence of the acts or omissions of such employee, director or agent (including negligent acts or omissions) save and to the extent that such loss or damage is caused by the fraud, dishonesty, wilful misconduct or unauthorised conduct on the part of such employee, director or agent. This term is enforceable by and for the benefit of employees, directors and
agents of the Company.
6. Client Indemnity
6.1 The Client shall indemnify the Company against all costs, claims, actions, losses or liabilities that may arise as a result of any
breach of this contract by the Client.
7. Insolvency etc
7.1. The Company may at its sole discretion suspend or cancel the contract if the Client is wound up or (if an individual) becomes bankrupt or the Client is deemed unable to pay its debts or enters into negotiation for an arrangement or composition with or for the benefit of its creditors or is unable to pay the agreed fee in full by the due date.
7.2. Suspension or cancellation of the contract under 7.1 shall be without prejudice to the rights and remedies of either party accrued up to that date.
8.1. Any intellectual property rights created by the Company during the course of performing this contract shall remain the Company’s property.
8.2. If any condition in this contract is held to be invalid it will not affect the rest of the contract.
8.3. No third party shall have the benefit of or the right to enforce the Conditions under the Contact (Rights of Third Parties) Act 1999.
8.4. The Client hereby consents to any report relating to the Services being forwarded to the Client’s broker, agent and/or insurance company as appropriate.
8.5. This contract shall be governed, interpreted and construed in all respects in accordance with English Law.