Preliminary Risk Assessment Terms and Conditions
These terms and conditions govern the provision by Fellows International Limited, registered in England and Wales under company number 02905072 and having its registered office at Cherry Orchard East, Kembrey Park, Swindon, SN2 8UQ (“Fellows”), of a Preliminary Risk Assessment (“PRA”) ordered through Fellows’ website at www.fellowsint.com (the “site”). Fellows’ registered VAT number is 620 8947 30.
1. The contract
1.1 This contract (the “contract”) is made between Fellows and the company whose details have been entered on the site (the “Customer”).
1.2 Fellows’ acceptance of the Customer’s order for a PRA will take place when Fellows emails the Customer to accept it, at which point the contract will come into existence between Fellows and the Customer.
1.3 The Customer acknowledges that Fellows may commence work on a PRA as soon as an order is accepted. As such, the Customer has no right of termination or cancellation if it changes its mind after an order has been accepted.
2. The PRA
2.1 In consideration for the payment of £100 (and any applicable VAT) made to Fellows via the site, Fellows shall supply to the Customer a PRA of the area of site interest identified by the Customer via the site.
2.2 Details of the information that will comprise the PRA are set out on the site.
2.3 The Customer is responsible for accurately plotting its area of site interest on the map provided on the site. Fellows has no liability for any incorrect information entered on the site by the Customer.
2.4 Fellows shall upload the completed PRA in electronic format to the site, from where it may be downloaded by the Customer. Fellows shall notify the Customer by email that the PRA is available for download by the Customer.
2.5 In producing the PRA, Fellows shall:
(a) use its reasonable endeavours to make the PRA available to the Customer within three business days;
(b) use reasonable care and skill in the production of the PRA; and
(c) comply with all applicable laws, statutes, regulations from time to time in force; provided that Fellows shall not be liable under the contract if, as a result of such compliance, it is in breach of any of its obligations hereunder.
2.6 If for any reason Fellows is unable to accept an order, it will notify the Customer by email and will promptly refund to the Customer the charges paid under clause 2.1
3. Intellectual property
3.1 Fellows and its licensors shall retain ownership of all IPRs in the PRA. For the purposes of this contract, “IPRs” means patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
3.2 Fellows grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use and copy the PRA for the purpose of the contract.
4. Limitation of liability
4.1 Nothing in the contract shall limit or exclude Fellows’ liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by applicable law.
4.2 Subject to clause 4.1, Fellows shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
4.3 Subject to clause 4.1, Fellows’ total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract shall be limited to £100.
4.4 The conditions implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
5.1 Force majeure. Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
5.2 Entire agreement. This contract constitutes the entire agreement between Fellows and the Customer in relation to the purchase of the PRA. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Fellows that is not set out in the contract and that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this contract.
5.3 Severance. If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract.
5.4 Third party rights. The contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.
5.5 Governing law. The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
5.6 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.