v1.3 – Last Updated June 2023
These terms and conditions apply to all service proposals provided by FiftyEight.
Scope & Location
1. FiftyEight shall perform the services over the period covered by the services proposal and using due skill, care and diligence.
2. FiftyEight shall supply the services at the location(s) specified in the services proposal. During the period covered by this agreement, the location(s) at which services are supplied may be varied subject to prior agreement between You and FiftyEight and subject to further payments to cover any additional costs incurred by FiftyEight as a result of the change in location(s).
Amendment & Change Control
3. If You or FiftyEight wish to propose any change in the services provided, FiftyEight will, at Your request, provide a written estimate of the effect of the proposed change on the price and the timing of the provision of services. Implementation of the changes shall then be subject to mutual agreement.
4. No addition to or modification of any provision of this Agreement shall be binding on the parties unless made in writing and signed by duly authorised representatives of each of the parties
Waiver & Severability
5. The failure by either party to enforce at any time any of the terms and conditions of this Agreement shall not be a waiver of any of the terms and conditions of this Agreement or of the right at any time subsequently to enforce the terms and conditions of this Agreement
6. Any provision of this Agreement which is declared void or unenforceable by enforceable order of any competent authority shall, to the extent of such invalidity or unenforceability, be deemed to be severable and shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
Entire Agreement
7. This Agreement, together with any documents referenced therein, constitutes the entire agreement between the parties in relation to its subject matter. In the event of any conflict between the terms of this Agreement and the terms of any Purchase Order or other related document, the terms of this Agreement shall prevail. This Agreement supersedes all previous correspondence or communication whether written or verbal.
Term and Termination
8. This Agreement shall commence on the Date Established and shall remain in force for the minimum term shown. Thereafter it shall continue until terminated by either party after one calendar month following the giving of notice in writing to the other party.
9. This Agreement may be terminated at any time by either party on giving notice in writing to the other party consequent upon:
10. If the other party commits any material or persistent breach of any term of this Agreement and (in the case of a breach being capable of being remedied) shall have failed within 30 days after the receipt of a request in writing so to do, to remedy the breach.
11. If the other party shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (other than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction) or a Court of competent jurisdiction shall make an Order to that effect or if the other party shall enter into any voluntary arrangement with its creditors or shall become subject to an Administration Order.
12. On termination of this Agreement for any reason, FiftyEight will, on request, return to You all materials provided by You to FiftyEight for the purposes of this Agreement. You shall return to FiftyEight all materials and equipment provided by FiftyEight that have not been purchased by You under the terms of this Agreement.
Notices
13. Any notice required to be given by one party to the other shall be in writing and shall be served by sending it by fax or E-Mail, to be followed by first class post or by delivering it to the address of the party to be served as set out at the head of the Agreement, (or such other address as either party may from time to time notify to the other for this purpose). Notices sent by post are deemed to have been served 3 working days after dispatch and in proving service of a letter, it shall be sufficient to prove that it was properly addressed, stamped and placed in the post.
Service Levels
14. FiftyEight warrants that the services provided shall be in accordance with good industry practice and will comply with all relevant laws. However, this undertaking is only valid in so far that You have acted in accordance with Your legal obligations, have fulfilled Your responsibilities and have responded satisfactorily to the directions and recommendations made by FiftyEight as a result of investigations, audits and assessments undertaken on Your behalf.
15. In the event that You elect to undertake some part of the services covered by this agreement by using Your own staff or by other sub-contract staff, FiftyEight will not be responsible for the provision of such services or for any consequences resulting from such services.
16. FiftyEight shall not be responsible for any lack of compliance by You with legal requirements, resulting from advice or failure to advise on the part of FiftyEight, if relevant information is withheld from or access to relevant premises, locations or equipment is denied to FiftyEight by You.
Attendance & Scheduling
17. FiftyEight will provide the services under this agreement during the normal business hours of 9.00a.m. and 5.00 p.m. Services provided outside these times will be subject to additional charge.
18. If an appointment with an FiftyEight Advisor is cancelled with less than 48 hours notice FiftyEight reserves the right to charge for the visit.
19. If You book on to a training course and cancel giving less than 5 days notice FiftyEight reserves the right to charge 50% of the course fee.
Availability of Information
20. FiftyEight undertakes to advise You if, in the opinion of FiftyEight, the services could be achieved in some better way. FiftyEight shall also comply with all Your reasonable requests in relation to provision of information about the services
21. FiftyEight undertakes to retain documentation relating to this Agreement for a minimum period of 24 months following completion of performance of the services. Given reasonable prior notice, FiftyEight will grant access for Your representatives of to view such documentation as may be required.
Safety & Insurance
22. You accept liability for the safety of FiftyEight representatives and equipment while on Your premises or while acting on Your behalf.
23. During the period of this agreement, FiftyEight undertakes to have in force public general third party liability insurance to a value of at least £1 million in respect of loss, damage or injury to property or persons.
24. FiftyEight shall not be responsible for any damage or injury caused by its representatives or as a result of the services provided, if it is deemed that You failed to provide information that could have avoided such damage or injury from occurring.
25. You are responsible for all fines and other legal penalties resulting from failure to comply with legal requirements.
Confidentiality & Publicity
26. All information disclosed by either of the parties to this Agreement shall be treated as confidential by the recipient for the term of this Agreement and for a period of five years thereafter. Such information shall only be disclosed to the recipient’s employees and subcontractors on a ‘need to know’ basis and not used otherwise than for purposes permitted by this Agreement without the written consent of the party who issued the information unless such information:
27. Now or later comes into the public domain other than by breach of the foregoing.
28. Is in the possession of the recipient with full right to disclose prior to receiving it from the other party.
29. Is independently received by the recipient from a third party with full right to disclose.
30. Neither party to this Agreement shall make any public announcement in relation to this Agreement without the other party’s prior written consent.
Agency or Partnership
31. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute either party as agent of the other for any purpose whatsoever. Neither party shall have authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
Intellectual Property Rights
32. If in the course of supplying any services under this Agreement, FiftyEight creates any Intellectual Property Rights, all such Rights will remain with FiftyEight unless specifically transferred to You either as part of the services contained in the services proposal or as part of a separate agreement.
33. Information and services provided by FiftyEight to You is for use by You only and for the prescribed purpose only. Such information and services may not be used for other purposes, or by other persons or organisations, without the written consent (which will not be unreasonably withheld) of FiftyEight.
34. Information prepared for and provided to You by FiftyEight remains the copyright of FiftyEight except insofar as information is specific to You only or if a specific contractual agreement has been made otherwise.
Payment
35. The payment section of the services proposal tells You how much You should pay and how often. If it is agreed that payment is by instalment the first payment is due on the commencement of this agreement, otherwise our terms are 30 days from date of invoice.
36. You agree to make all payments to us in full and on time.
37. Unless agreed otherwise by us in writing, all stage payments under this agreement must be made by direct debit.
38. Full payment for services under this agreement is due if FiftyEight is unable to provide the services as a result of failure on the Your part, if the failure was capable of being remedied.
Governing Law
39. This agreement is governed by English law and the English courts shall have jurisdiction.
