ESS Consultants

Introduction

ESS Consultants (ESS) are pleased to submit this proposal to Lydden Hill for health and safety services, supporting them with achieving health and safety compliance through procedure and controls, review of existing safe systems, development of health and safety systems and on site safety support.

This proposal follows an initial email discussion with Lydden Hill to ascertain project requirements. ESS aim to provide a service to Lyden Hill, meeting the objectives below, identified during email discussions. The services offered in this proposal are bespoke to the company and event. Further project planning meetings are advised after acceptant of this agreement.

The following agreement will be offered at the monetary value, as outlined in the pricing section. As a new client, payment for services is required in advance. 

Terms of Business for services as outlined within the agreement This is a contract between:

ESS Safety Consultants Ltd, trading as ESS Consultants ("the Company"); and you,  Lydden Hill  ("the Client").

Scope of Agreement​

All quotes are E and O exempt.

1.0 Unless otherwise agreed, payment is strictly due on receipt of invoice for new clients and within 14 days of invoice for pre existing clients, unless otherwise agreed. Payments that are received outside of the timescale identified will be subject to additional charges per day (in the absence of any formal agreement between the client and ESS). Payment terms for this project are payment complete upfront, due on receipt of invoice

1.1 When delivering training, payment shall be made in advance of delivery to secure the day and prepare training materials, unless otherwise agreed.

1.2 Day Rates are based on a 10 hour day (full day rate) and 4 hours for a half day. Any work that goes beyond the identified day/ half day working hours will be charged at the relevant hourly rate, per hour (or part of) which is additional. It is the responsibility of the client to monitor and plan scheduled working hours.

1.3 The client, upon confirming work between ESS and themselves agree to monitor working hours and reimburse ESS per hour beyond the day / half day rate. ESS take no responsibility for additional costs beyond those identified in the original quote being added to the invoice where hours are increased. 

1.4 ESS are to be reimbursed travel expenses as outlined in your quote or otherwise, and may require paying in advance of travel and / or commencement of contract / event. Travel Expenses might not be included into the quote. Where this is the case, please contact ESS to confirm mileage, expenses anticipated or to discuss expenses arrangements. In the absence of client agreement, ESS will charge for expenses accordingly.

1.5 Quotes are valid for 15 days from date of receipt. Written confirmation is required prior to work taking place. Although quotes are estimated as close as possible, additional number of days or work may increase charges. It is the clients responsibility to monitor number of days used, or charges that are increasing owing to additional or unplanned work. A cancellation charge may exist if you need to cancel dates or work, please contact the office for further information if required.

1.6 ESS cannot provide any form of credit, therefore any annual services are requested for payment in full, 14 days from receipt of invoice.

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​Retainer Clients 

​2.0 Retainers can only be provided once an agreement has been signed by the client and countersigned by ESS as the service provider. Number of days services are provided are outlined within the agreement, together with reduced day rate (where applicable - some retainer agreements may not have reduced day rates, based on the retainer level). 

2.1 Payments for retainer clients must be provided on the 1st of each month PRIOR in advance of work for the following month, or a date as specified in your agreement (or within the payment terms outlined on your invoice). Late or missing payments may result in services and access to services being withdrawn. ESS retain the right to remove all services under such conditions without prior notice to the client. 

2.2 Withdrawal from retainer agreements must be completed in the timescales as detailed within the agreement, but no less than 30 days as a minimum. Documents written on behalf of the client by the service provider will remain the intellectual property of ESS. The client may use the documents as required, and as outlined within the retainer. 

Provision of Documentation and Advice​

3.0 Copyright ownership of documents produced on behalf of the client remain that of ESS Safety Consultants Ltd, T/A ESS Consultants. Where client images, logos and company names have been added to documents, this does not in any way remove the copyright ownership of supplied documents. 

3.1 Consultants are provided to clients in an advisory capacity. ESS will offer advice to clients relating to  breaches of legislation, poor working practice or work ethics and safety critical advice and planning etc. The client agrees to take action whenever / wherever necessary. In the absences of such action or support by the client, ESS retain the right to cancel any ongoing support at full project monetary cost to the client, outlining key concerns and issues together with corrective action necessary by the client. 

3.2 All documents, safety management plans, audits, quotes  and other, are produced from information provided and available at the time to ESS. All documents are produced in good faith and it is the responsibly of the client to review all documents for errors or omissions. 

​Marketing  

​4.0 When contracting or authorising work by ESS, you agree that your name and or logo may be used within ESS marketing material. If you DO NOT want association or logos to be used, please contact ESS.

4.1 We will endeavour to use the best or most up to date logos for the purpose of marketing material however, where an absence of such images or texts exist, ESS will obtain content from public forums. 

​Projects (seasonal, tour or longer than a week)

5.0 Project may be defined as, but not limited to; seasonal projects, events or broadcasts; a production, event or broadcast taking place longer than a week, or more than one venue. 

5.1 For events, broadcasts or work defined as a project by ESS, payment will be minimal 50% up front, or 100% up front, or via monthly instalments. Where terms and conditions are defined, the client agrees to adhere to the requirements as per individual agreements, or via the standard terms and conditions. 

5.2 For long standing projects, travel and accommodation provided on quotes are estimates only. ESS will not be held accountable for increased costs, based on availability and or expenses. The client agrees to pay any expenses either pre event, or within specific payment time scale, as defined in agreements and invoices. 

Indemnity

6.0 The Client shall indemnify and keep indemnified the ESS against any costs, claims or liabilities incurred directly or indirectly by the Company arising out of or in connection with any Assignment including (without limitation) as a result of:

(a) any breach of this Agreement by the Client; and

(b) any breach by the Client or any associated company of the Client, or any of its or their employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity); and

(c) any matter in respect of which the Client has agreed to take responsibility in clause 6.0 above.

Entire Agreement/ Variation

7.0 This Agreement constitutes the entire and only legally binding agreement between the parties relating to the assignment and replaces any previous agreements or arrangements. No variation to these terms on can be made otherwise than in writing 

Waiver

8.0 Any failure by the client to enforce at any particular time any one or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement.

Headings

9.0 Headings contained in this Agreement are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

Validity

10.0 If any provision, clause or part-clause of this Agreement is held to be invalid, void, illegal or otherwise unenforceable by a judicial body, the remaining provisions of this Agreement shall remain in full force and effect to the extent permitted by law.

Force Majeure

11.0 The Company shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.

Third Parties

12.0 No provision of this Agreement shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 (“the Act”). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act.

Overdue Debts

13.0 The Company may charge interest on all overdue debts under this Agreement at the rate of 2% per month.

13.1 The payment terms for this project are payment in advance, on receipt of invoice. Payment terms must be met in order for ESS to provide services.

Governing Law

14.0 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

Cancellation

15.0 Once services have been confirmed, whether verbally, electronically, in writing or by acceptance of quote, proposal or agreement, cancellation by either party is subject to the terms herein.

15.1 Both parties agree that in the event of a cancellation the provider must be informed immediately. Charges will be incurred based on cancellations timings prior to date of services or event.

15.2 Cancellation fees shall apply, outlined below:

15.3 Where cancellation is made within 48 hours of confirmation of services, no cancellation fee is due unless the event date is within the following 7 days, in which case the full fee will be due. Where cancellation is made after 48 hours of confirmation the following shall apply:

15.4 Cancellation occurs between 0-15 days of the event date - 100% of the fee will be due.

15.5 Cancellation occurs between 16-30 days of the event date - 75% of the fee will be due.

15.6 Cancellation occurs between 31-60 days of the event date - 50% of the fee will be due.

15.7 For cancellations that occur more than 60 days from the event date, no additional fees will be due to as this is deemed a suitable amount of time for the provider to reallocate work or consultants.

15.8 All client cancellation fees must be paid to the provider within 14 days.

15.9 Any outstanding payment owed to the provider will be referred to a recovery company and will be subject to a 15% surcharge to cover any collection costs incurred. This surcharge together with all other charges and legal fees will be the responsibility of the defaulting party and will be legally enforceable.

15.10 Force Majure may not automatically apply, including failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, terrorist activities, death, illness or other incapacity certified by a properly qualified medical practitioner, epidemic, accident, civil commotion, order of Government or Local Authority having jurisdiction in the matter or changes in law.

15.11 Any party asserting Force Majeure so as to negate liability shall have the burden of proving it and justifying that they took preventative action wherever possible to counteract the circumstance. Where bookings are not managed appropriately, or where preventative measures are not proven, all cancellation fees will apply.