Terms and Conditions of Supply for LOLER Inspections
1.1 The definitions and rules of interpretation in this clause apply to these Terms.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Services: the services that we are providing to you on these Terms.
Terms: the terms and conditions set out in this document.
Writing or written: includes email.
1.2 The headings do not affect the interpretation of these Terms.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
2. Basis of Agreement
2.1 These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.
2.2 These Terms shall become binding on you and us and a contract shall be formed between us upon you instructing us to commence work in relation to the Services (whether in writing, (including by email) or orally), whichever is the earlier.
2.3 These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.
3. The Services
3.1 We shall provide the Services with all due care, skill and ability and shall use our reasonable endeavours to meet any timescales set out in email correspondence between us, but these dates are estimates only and if we fail to meet these dates you shall not have any legal rights in relation to this.
3.2 We shall provide the following Services to you:
Carry out an individual inspection of each piece of equipment (tree climbing or rigging equipment) provided by you. Provide a result on whether the item passes or fails the inspection.
Produce records with details (where applicable and available) to include:
- Equipment description
- Size or Colour
- Date of manufacture
- Serial numbers
- Unique identification
- Additional comments
PDF documents provided will include:
- A front sheet
- Full inspection record sheet
- Weekly check sheet
Documents are then either emailed to the person who arranged the booking or uploaded onto the Lowe Maintenance Portal if you have an active account. (“Services”)
3.3 A climbing kit compromises of up to 20 items, a harness defines a climbing kit.
3.4 A rigging or lowering kit compromises of up 20 items
3.5 Any additional items after the first 20 will be charged individually per item
3.6 Serial numbers define individual items where there are many on one kit combination, such as ART items
3.7 Inspections are to be carried out at regular intervals.
- Climbing kits every 6 months
- Rigging and lowering kits every 12 months
- If kits are presented within the time frames, re-inspection fees will stand.
- If kits are presented late, initial costs for inspections will be applied
- We will endeavour to remind you of when inspections are due for renewal, however, this is your responsibility to, as such
- We will provide a date of availability to coincide with a renewal date
- If you cannot meet this date, initial inspection fees will be charged when presenting equipment for inspection
- No response to emails for a re-inspection date booking will result in the termination of the contract.
3.8 LOLER inspections do not cover the following items:
- Climbing spikes
3.9 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures do not form part of the Contract and are for illustration purposes only.
4.1 You shall:
- Ensure that the terms of the Order are complete and accurate;
- co-operate with us in all matters relating to the Services;
- provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us;
- provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- keep all of our materials, equipment, documents and other property (Supplier Materials) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation;
4.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission you or failure for you to perform any relevant obligation (Customer Default) then:
- without limiting or affecting any other right or remedy available to it, we shall have the right to suspend the performance of the Services until you remedy the Customer Default, and we shall be relieved from the performance of any of our obligations (in each case to the extent the Customer Default prevents or delays our performance of any of our obligations);
- we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in this paragraph 4; and
- you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
5. Fees and Booking
5.1 The charges for the Services are as set out on our website www.lowe-maintenance.co.uk or through email correspondence between us.
5.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in email correspondence between us or the invoice provided.
5.3 For Services where fees are payable in one single payment, we will invoice you for the fixed price once we have completed the LOLER inspection, fees are paid by return. PDF documents will be sent to you within 48 hours of payment clearing.
5.4 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
5.5 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, by the return of the invoice.
5.6 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
- charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Santander, accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment) and you shall pay the interest immediately on our demand; and
- suspend all Services until payment has been made in full.
5.7 All fees and charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venues, hotels, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.
Nothing in these Terms shall prevent us from being involved in any way in any other as long as that does not cause us to breach any of our obligations under these Terms.
7.1 Under our duties in performing LOLER inspections the HSE may request copies of LOLER inspection reports for any inspections carried out.
7.2 We also may have to let HSE know if items of your kit fail inspection, you would be notified of this event at the time.
7.3 Any non-payment of fees may result in HSE being informed as the inspection will not be valid under a non-payment event.
7.4 You acknowledge under paragraph 7, that we are legally obliged to provide such evidence or materials to them and that this is not any kind of breach of confidentiality between us.
8. Confidential information and our materials
8.1 We acknowledge that we will have access to confidential information about your business in the course of providing the Services. We shall not use or disclose to any third party any such confidential information, except where we need to in order to properly perform the Services.
8.2 You will keep strictly confidential all information about our business in reference to the inspections
8.3 The restrictions in clauses 8.1 and 8.2 do not apply to:
- any use or disclosure required by law;
- any disclosure authorised by the party who owns the confidential information; or
- any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).
10.1 We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and any materials provided as part of the Services and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or such materials.
10.2 We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by you) for the purpose of receiving and using the Services and the Deliverables in your business.
10.3 You grant to us a non-exclusive perpetual, worldwide, royalty free licence to use all or any of your Intellectual Property Rights in any materials or content you submit to us.
10.4 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
11.1 Notwithstanding the provisions of clause 2, we may terminate this Contract on 1 month’s notice for any reason with no liability to provide any further services to you.
11.2 You may terminate this Contract if we commit any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of the breach.
11.3 Notwithstanding the provisions of clause 2 or clause 10.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you at any time:
- you fail to make a payment when due and payable under this Contract;
- you commit any gross misconduct affecting our business;
- you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
- you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
- you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.
- an order is made or a resolution is passed for your winding up;
- an order is made for the appointment of an administrator to manage your affairs, business and property;
- a receiver is appointed of any of your assets or undertaking; or
- you make any arrangement or composition with your creditors or become bankrupt; or
- you cease, or threaten to cease, to trade.
11.4 Our rights under this clause 11 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
11.5 We shall not be obliged to retain documents and information relating to you after the termination of this Contract.
On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either of our outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
Our relationship to you will be that of independent contractor and nothing in these Terms shall make us your employee, worker, agent or partner.
14. Limitation of Liability
14.1 Nothing in these Terms shall limit any liability for (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which may not be legally excluded or limited.
14.2 We exclude all liability for any loss or damage suffered by you resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by us or by any of our employees, agents, consultants or subcontractors).
14.3 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.
14.4 If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses incurred by you that arise from such prevention or delay.
14.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
14.6 This paragraph shall survive termination of the Contract.
All notices sent by you to us must be sent by email to firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provided to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
16.1 We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms.
16.2 You shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
17.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
17.2 If we delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.
17.3 We reserve the right, at our discretion, to modify, add, or remove any or all of these Terms at any time and each such change shall be effective immediately upon posting (other than in relation to the fee to be charged). Please check these terms periodically for changes.
17.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
17.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and we both agree to the exclusive jurisdiction of the English court.