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All instructions accepted by Sinclair Associates UK LLP (the 'Partnership') are to be read in conjunction with the attached scope of work and costs estimate that shall be deemed to incorporate these terms and conditions (which together shall form the 'Contract'), which will prevail over any other document or communication from the party (the 'Client') with whom the Partnership is dealing. All instructions are accepted and fulfilled subject to these terms and conditions, unless otherwise varied by agreement in writing.

The Contract shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.



The Partnership's fees are calculated on an hourly rate based on the time spent on the Client's work, which will include, but not be limited to, advising, attending upon the Client and others, dealing with documents, drafting, research, correspondence, telephone calls, emails, travelling and waiting time.

All invoices are subject to VAT at the prevailing rate (currently 20%), where applicable.

The Partnership's fees will be notified to the Client in writing prior to undertaking the Contract.

If the Partnership agrees with the Client a limit on the costs, which may be incurred, the Partnership will not exceed the limit without the Client's written approval.

The Partnership's fees are subject to review at six monthly intervals on 1 September and 1 March each year.

In addition to the Partnership's own charges, any invoices delivered will include disbursements and out-of-pocket expenses incurred or to be incurred on the Client's behalf. These may include travelling expenses, courier fees, photocopying, international telephone calls, overnight accommodation and meals. These will be itemised separately on the Partnership's invoices.


Unless otherwise expressly stipulated by the Partnership, account invoices are due and payable in pounds sterling 14 days from the date on the invoice.

If an invoice becomes overdue for payment the full outstanding account becomes overdue and payable. The Partnership reserves the right to charge interest on the overdue amounts at 3% above Barclays Bank Plc. base lending rate for the time being in force calculated on a daily basis. Payment shall be deemed to have been received only when the full amount of the value of the goods, or services as invoiced have been credited to the Partnership's bank account without recourse or the Partnership has received the full amount in cash.



The Partnership is not liable for any failure to carry out its obligations under a contract for services, or to deliver goods arising from circumstances outside its control.

For the purposes of this clause circumstances outside the Partnership's control include, but is not limited to, any act of God, war, strike, lock-out, flood, fire, and failure of third parties to deliver goods, or services.

If the Partnership is prevented from delivering goods or undertaking services in the above circumstances, it will notify the Client of the fact by telephone immediately and in writing within 10 days. If the circumstances preventing delivery or undertaking services are still continuing 3 months from and including the date the Partnership sends such notice, then either party may give written notice to the other cancelling the Contract.

Such written notice must be received whilst the circumstances are still continuing. If the Contract is cancelled in this way, the Partnership must refund any payment which the Client has already made on account (subject to deduction of any amount the Partnership is entitled to claim from the Client) but the Partnership accepts no liability to compensate the Client for any further loss or damage caused by the failure of the Partnership to deliver or undertake services.



The Partnership expects to continue to act on any matter, which it has accepted instructions from the Client until the matter is completed. Where cancellation is accepted the Partnership reserves the right to indemnity from the Client in full for costs and disbursements incurred up to the date of acceptance of the cancellation.



Services are provided by the Partnership on the basis of the information provided by the Client and the legislation, codes of practice and guidance in force at the time of provision. If the Partnership receives written notification that the Client is in receipt of services found to be deficient in any manner, the Partnership will act, only after it has had a reasonable time to investigate the same.

In such a case, the Partnership shall be entitled to replace, or otherwise carry out the said service, or refund the contract price for that service, provided the Partnership is notified within 30 days of the delivery of that service.

No claim will be entertained in respect of any documentation that has been altered in any way or has been subject to inclusion in any other document caused by an innocent, willful or negligent act, or omission by the Client, its employees or agents or through use contrary to the Partnership's instructions by the Client, or by circumstances beyond the control of the Partnership.



Except for death or personal injury caused by the Partnership's negligence, the Partnership shall not be liable for any consequential or indirect loss suffered by the Client whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Partnership's negligence). In this clause 'indirect loss' includes without limitation all loss of profit; loss of contracts; damage to the Client's property or property of any other person; personal injury to the Client or any other person, other than that caused by the Partnership's negligence. The Client accepts that it is the Client's responsibility to insure against these risks.

Except in respect of death or personal injury caused by the Partnership's negligence, the Partnership's total liability for any one claim or for the total of all claims arising from any one act or default of the Partnership (whether arising from the Partnership's negligence or otherwise) shall be limited to the invoiced value of the contract to which the claim relates and in any event to the value of the Partnership's professional indemnity insurance cover for that contract, unless a specific amount of indemnity has been requested and paid for by the Client.



In compliance with the Health and Safety at Work etc Act 1974 ('HSWA'), the Partnership confirms that all partners have received adequate training and where necessary the Partnership will provide them with adequate Personal Protective Equipment (PPE) for visiting sites, etc.

Where specific protective measures are required to be provided by the Partnership, it must be informed by the Client of the requirement of such measures in sufficient time, prior to the visit, to enable the Partnership to fulfil its duties under the HSWA.

Where the Client is required to provide control measures for the protection of the Partnership's staff under health and safety legislation, these measures must conform to the requirements of the legislation in force at the time.

The Partnership reserves the right to charge the Client for any measures required to fulfil its health and safety duties, where the Client has failed to do so and has not previously informed the Partnership of its requirements.



On completion of the Contract, the Partnership will return to the Client any documents provided to us for the purposes of providing services. Our working papers, draft documents and copies of letter sent by us will remain the property of the Partnership.

The copyright in any document created by the Partnership will be and remain vested in the Partnership and will not be transferred to the Client. The Partnership asserts the right to be identified as the author of and to object to the misuse of any such document.



Information of a confidential nature provided to the Partnership by the Client will be kept strictly confidential, subject to our obligations at law. However, if the Partnership is working on a matter in conjunction with your legal advisers, we will assume, unless you notify us otherwise in writing, that we may disclose any such information relating to that matter and discuss it with them as appropriate.



In relation to personal data provided to the Partnership to enable the Partnership to advise you, the Client, you are the data controller and the Partnership is a data processor.

The Partnership will process such personal data, on your behalf, in accordance with your instructions. In processing personal data on your behalf, the Partnership will comply at all times with the Seventh Data Protection Principle set out in Schedule 1 Part 1 of the Data Protection Act 1998.

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115 Stonefall Avenue, Harrogate, North Yorkshire HG2 7NS | Telephone: 01423 881320

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