Terms and Conditions of Business
1 Incorporation of conditions
2 Acceptance of instructions
A contract shall exist between the parties (the “Contract”) upon the Proposal being signed by or on behalf of each party (with no purported additions from the Client) or upon the Client providing written confirmation of the Proposal and WT FIRE LTD giving its written acceptance of such confirmation. The Contract comprises the Proposal together with these Terms and Conditions (and in the event of any conflict, the Proposal shall prevail). Each instruction accepted in accordance with these Terms and Conditions constitutes a separate Contract.
3 Fees and expenses
3.1 All fees and expenses are quoted exclusive of VAT (which shall be payable at the rate prevailing when payment is due) and are estimates only. Unless otherwise agreed in writing, fees are payable in accordance with the Proposal and cover only those items expressly stated in the Proposal.
3.2 The figures for fees and expenses appearing in the Proposal, being estimates only, are subject to increase when final figures are capable of being ascertained by WT FIRE LTD.
3.3 The Client shall reimburse WT FIRE LTD all incidental costs and expenses incurred by WT FIRE LTD in connection with the provision of the Services.
3.4 In addition to any fees, costs and expenses referred to above, the Client will pay WT FIRE LTD all costs and expenses incurred if the Client:
(a) instructs WT FIRE LTD to carry out any additional work not covered in the Proposal or in any way changes, modifies or alters its requirements; or
(b) fails to meet its obligations under Clause 6.1 and WT FIRE LTD expends extra time or incurs any extra expense as a result.
4 Payment
4.1 Unless otherwise stated in the Proposal, or in the circumstances described in Clause 7.1, payment shall become due and payable by the Client upon presentation of an invoice by WT FIRE LTD.
4.2 WT FIRE LTD reserves the right to charge interest on any payment outstanding after the due date at a rate of three per cent (3%) per annum above the base lending rate of its principal bankers in force at the time. Interest shall be calculated on the total outstanding amount (including accrued interest) from the due date until payment is received in full by WT FIRE LTD.
5 Time of supply
5.1 WT FIRE LTD shall make all reasonable efforts to provide the Services on the dates and at the times requested by the Client. However, any dates or times quoted by WT FIRE LTD for the delivery of the Services are estimates only, and WT FIRE LTD shall not be liable for any failure to meet such estimates, nor for any consequential losses (including loss of profit), costs, charges, or expenses incurred by the Client. The Client shall not be entitled to refuse acceptance of the Services on the grounds of any such delay.
5.2 WT FIRE LTD will ordinarily perform the Services during normal business hours but expressly reserves the right to carry out such work, or any part of the Services, outside of those hours if, in WT FIRE LTD’s opinion, it is necessary or desirable to do so.
6 Client co-operation
6.1 The Client shall provide to WT FIRE LTD such assistance, information, and access as may reasonably be required from time to time to enable the proper and timely provision of the Services.
6.2 WT FIRE LTD shall not be liable for, and the Client shall fully indemnify and hold harmless WT FIRE LTD against, any and all damages, losses, costs, charges, or expenses arising from any delay or failure in the provision of the Services due to the Client’s failure to meet its obligations under Clause 6.1.
6.3 If the Client fails to fulfil its obligations under Clauses 6.1 and/or 6.2, WT FIRE LTD shall, without prejudice to any other rights or remedies, be entitled to cancel the Contract by giving notice to the Client. In such event, Clause 7 shall apply as if the Contract had been cancelled at the Client’s request.
6.3.1 The Client shall comply with all applicable laws and regulations, including but not limited to those relating to health and safety.
7 Cancellations
WT FIRE LTD may, at its absolute discretion, permit cancellation of the Contract by the Client at any time, subject to the following conditions:
7.1 The value of the Services already provided and any expenses already incurred shall become immediately payable upon delivery of WT FIRE LTD’s invoice for such Services and expenses (if not already due in accordance with Clause 4); and
7.2 The Client shall immediately pay to WT FIRE LTD a sum equal to any fees or expenses which WT FIRE LTD is or will become liable to pay to third parties in connection with the Services provided up to the date of cancellation and/or as a result of the cancellation.
8 Property and confidentiality
All documents, information, and other materials supplied by one party to the other in connection with the Services or the Contract shall remain the property of the party supplying them and shall be treated as confidential by the receiving party. Each party undertakes not to disclose, or permit to be disclosed, any such documents, information, or materials to any third party without the express written consent of the other party, except:
-
where required by law or by a court of competent jurisdiction,
-
where such material is already in the public domain, or
-
where disclosure is made to professional advisers on a confidential basis.
Where WT FIRE LTD is providing the Services as a subcontractor of the Client, the Client shall be entitled to disclose materials produced by WT FIRE LTD in the course of the Services to the Client’s appointing principal (the “Principal”), provided that the Client ensures the Principal complies with the Client’s obligations under this Clause 8, and under Clauses 11 and 13, and makes the Principal aware of WT FIRE LTD’s protections under Clause 10.
9 Warranty and liability
9.1 WT FIRE LTD warrants that the Services will be carried out with reasonable skill and care in accordance with industry standards.
9.2 Subject to the provisions of this clause, WT FIRE LTD accepts liability for deficiencies in the Services (including deficiencies in any report, data, or material supplied to the Client) arising from breach of contract, negligence, or breach of statutory duty by WT FIRE LTD. However, the total liability of WT FIRE LTD in respect of such breach or negligence shall not exceed the total fee paid for the Services. WT FIRE LTD shall not, under any circumstances, be liable for any indirect, special, incidental, or consequential loss, including but not limited to loss of profit, loss of business, loss of data, or any other costs, charges, or expenses. The Client acknowledges that not all possible circumstances in which the Services may become relevant can be foreseen at the time the Services are provided, and that WT FIRE LTD would not be able to offer the Services at the agreed fee without the limitations set out in this Clause 9.
9.3 Nothing in this Clause 9 or in the Contract shall exclude or limit WT FIRE LTD’s liability for death or personal injury caused by its negligence, or for any other matter in respect of which liability cannot legally be excluded or limited.
10 Liability for reports
10.1 The scope of any report produced by WT FIRE LTD, as defined in the Proposal, shall be limited to the matters specifically identified in the Proposal or clearly stated in the report. Unless otherwise agreed in writing by WT FIRE LTD, no liability shall be accepted for any reliance placed on such report by any party other than the Client, or for reliance on the report in any context not specified or reasonably envisaged in the Proposal.
10.2 Where WT FIRE LTD agrees in writing that a third party (the “Third Party”) may rely upon a report, WT FIRE LTD may require, as a condition of such agreement, that the Third Party provides a written undertaking addressed to WT FIRE LTD, in a form specified by WT FIRE LTD, confirming acceptance of the limitations and protections set out in these Terms and Conditions.
10.3 WT FIRE LTD shall not be liable for any loss or damage resulting from a report if such loss arises from the provision of false, misleading, or incomplete information by the Client, or from the actions or omissions of any other person not under the control of WT FIRE LTD.
10.4 Any report issued shall be valid and reliable only for the specific period stated within the report. WT FIRE LTD accepts no responsibility for the accuracy of any content in the report beyond the validity period stated.
11 Retention of title
12 Indemnity
13 Intellectual property
13.1 WT FIRE LTD shall retain at all times the copyright and all other intellectual property rights subsisting in any reports, data, or materials supplied to the Client under the Contract. For the avoidance of doubt, WT FIRE LTD will not publish or otherwise disclose any report or identifiable data provided to the Client without the Client’s prior written consent.
13.2 Subject to full payment of all fees, costs, and expenses due to WT FIRE LTD, the Client is granted permission to copy any report prepared under the Contract, provided that the report is copied in full only (not in part), and without commentary, abridgement, alteration, or addition. No summary, quotation, or edited version of the report may be made or published without the prior written consent of WT FIRE LTD. This permission does not include the right to publish or issue the report publicly, which shall require separate written consent from WT FIRE LTD (not to be unreasonably withheld).
14 Subcontractors
15 Disclosure and safety
15.1 The Client warrants that it has made full and accurate disclosure to WT FIRE LTD of all facts, data, materials, opinions, and other relevant information in its possession or knowledge in respect of the Services to be provided under the Contract.
15.2 The Client acknowledges that WT FIRE LTD maintains strict health and safety standards. WT FIRE LTD reserves the right to delay, postpone, or cancel all or part of the Services at any time, without notice, if in its opinion such action is necessary for health and safety reasons. WT FIRE LTD shall have no liability whatsoever to the Client in respect of any such delay, postponement, or cancellation.
16 WT FIRE LTD employees
17 Force majeure
18 Assignment
19 Default, insolvency, etc
If the Client:
-
is in breach of these Terms and Conditions;
-
enters into arrangements with creditors;
-
becomes insolvent or bankrupt;
-
is subject to any order or resolution for liquidation, administration, or receivership;
then, without prejudice to any other rights or remedies available to WT FIRE LTD, the Company may:
(a) Cancel the Contract with immediate effect; and
(b) Enter the Client’s premises (personally or via an agent) to protect and recover any reports, equipment, or materials for which ownership has not yet transferred, in accordance with Clause 11.
20 No waiver
Any delay, indulgence, or failure by WT FIRE LTD to enforce any provision of these Terms shall not be deemed a waiver of its rights, nor shall it prejudice the Company’s right to enforce such provisions at a later date.
21 Notices
21.1 All notices must be in writing and in English. Notices shall be sent either by first-class pre-paid post or by email, to the addresses specified in the Proposal or such other address as either party may notify in writing.
21.2 A notice shall be deemed to have been received:
-
(a) If sent by UK post: two (2) business days after posting.
-
(b) If sent by airmail to or from outside the UK: ten (10) business days after posting.
-
(c) If sent by email: on the same business day, provided it is sent within normal business hours (0900–1700), and the sender obtains confirmation of delivery.
21.3 For the purposes of this Clause, a “business day” means any day on which banks in the UK are open for business.
22 Governing law and data protection
22.1 The Contract shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the English courts.
22.2 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and all related guidance issued by the UK Information Commissioner’s Office (ICO). For the purposes of data processing, the Client shall be the Data Controller, and WT FIRE LTD shall act as the Data Processor.
23 Severance
If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.