Terms & Conditions
1. ‘Programme’ shall mean the period of time in which the Supplier will supply the Services.
2. ‘Properties’ (singular or plural) shall mean all properties and premises or any one of them as detailed on the Service Agreement and which are to be the subject of the Services, which are in the control of the Client and which the Client is managing on behalf of itself or on behalf of a landlord or owner.
3. ‘Services’ shall mean the undertaking and provision of a Risk Assessment by the Supplier for the Client in accordance with the provisions set out in the Homes (Fitness for Human Habitation) Act 2018, of the Health and Safety Executives Approved Code of Practice & Guidance ‘Legionnaires’ Disease’ (ACOP L8) as amended from time to time, as well as the HHSRS the Housing Health and Safety Rating System.
4. ‘Supplier’ The National Risk Assessment Centre UK Limited (NRAC UK) and the ‘Client’ which shall include their employees, agents, consultants and subcontractors.
5. ‘Unit Charge’ shall mean the per-unit charge payable for each property for the Services as specified on the Service Agreement.
6. ‘Initial Term’ shall mean five years from the date of commencement of this Agreement.
Basis of Agreement
7. The Service Agreement constitutes an offer by the Client to purchase Services from the Supplier in accordance with these Terms and Conditions (the Agreement). No Terms and Conditions of the Client shall be binding on the Supplier. The Agreement shall only be deemed to be accepted when the Supplier issues written acceptance of the Agreement at which point the Agreement will come into existence.
8. Automatic renewal shall take place for a period of 5 years, with an annual increment which will be advised by NRAC UK Limited on each anniversary.
9. It is the Client’s responsibility to ensure that throughout the course of the Initial Term all properties which are the subject of the Agreement (whether part of the Service Agreement or included mid-term) are notified to the Supplier as being either active or dormant (and by updating the individual property details as appropriate on the Supplier’s database). All active properties will be automatically included and invoiced accordingly and this service will be included in the Client’s Terms and Conditions of Letting.
Supply of Services
10. The Supplier Shall:
• The Supplier shall use all reasonable endeavours to meet any Programme Start Date specified in the Agreement, but time shall not be of the essence within the Agreement.
• The Client may include a new property within the Programme mid-term, and that property shall be deemed to be included within this Agrement including any Renewal Term, so that the mid-term property shall thereafter be in line with this Agreement and the Programme.
• The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or health and safety requirement, or which do not materially affect the nature or quality of the Services.
• The Supplier shall have the right to suspend the Services in the event of technical or other problems or difficulties, or in order to make any variations to the Agreement as requested by the Client.The Supplier will contact the Client in advance where this occurs, except in an emergency. The Client is not required to pay for the Services whilst they are suspended under this Clause, but this does not affect the Client’s obligation to pay any invoices the Supplier has already issued.
• Include free staff training on the Law as well as communications training.
• Include access to up-to-date legal reviews and industry conducts and guide the Client accordingly.
• Be provided with a team of experts to provide all risk assessments required by Law.
• Not charge for any re-visits.
• Re-visit at risk properties quarterly for inspections and updates.
11. The Client shall:
• The Client shall ensure that the terms of the Service Agrement are complete and accurate, and co-operate with the Supplier in all matters relating to the Services;
• The Client shall comply with the requirements regarding letters to landlords and property list to the Supplier as stated on the Agreement;
• The Client shall provide the Supplier with access to the properties required by the Supplier;
• The Client shall inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the properties;
• The Client shall provide the Supplier with such information as the Supplier may reasonably require.
• The Client shall obtain and maintain all necessary licences, permissions and consents which may be required before the Programme Start Date or as necessary throughout the Programme.
• The Client shall not employ another contractor other than the Supplier at any time during the initial term ensuring that ALL risk assessments are directed to the Supplier.
12. The Client must take its fee from payment made by the landlord and pay the remaining balance to NRAC UK for its services promptly the next day after receiving the payment from the Landlord.
13. Payment must be made within 30 days to the Supplier.
14. If the Client fails to make any payment by the due date, the Programme Start Date may be delayed until payment is received, and the Supplier shall have the right to suspend any further work until those invoices have been settled and will charge interest on the overdue amount before and after judgment at 5% above Barclays Bank Plc’s base rate which will be in force from the due date until the date of payment. In addition, invoices unpaid for more than sixty days after the invoice date will incur a surcharge of either £30 or 5% of the outstanding amount, whichever is the greater.
15. Both parties warrant that they are registered under the Data Protection Act and the GDPR. Each party will comply with the Act including but not limited to its obligations in respect of any personal data which it may supply to or receive from the other party.
16. The Supplier is not required to provide, nor shall have any liability for, any services or actions which extend beyond the Services.
17. Nothing in this Agreement shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation.
18 The Supplier shall, under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under, or in connection with, the Agreement; and the Supplier’s total liability to the Client in respect of all other losses whether in contract, tort (including negligence), for breach of statutory duty or otherwise amount due under this Agreement on the due date for payment or for any other breach by the Client of any of the Terms and Conditions of this Agreement.
19. Upon termination for any reason, the Client shall immediately cease using the Service and destroy all supporting documentation. If the Client continues to use the Service or supporting documentation without being authorised, the Supplier will, without prejudice to any other rights it may have, be entitled to charge for such usage at the Unit Charge payable under this Agreement.
20. Upon termination for any reason the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.
Limitation of liability
21. Force Majeure: The Supplier shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of an event beyond its reasonable control or for any other unexpected or exceptional cause or circumstance.
22. After any remedial repairs have been carried out the Supplier will not be held responsible if the problem reoccurs nor will the Suppliers be liable for any issue surrounding the property or the health of the tenant themselves, this legal responsibility rests with the letting agent and the landlord.
23. Governing Law and Jurisdiction: This Agreement shall be subject to and construed in accordance with the laws of England and Wales and each party agrees that the courts of England and Wales shall have exclusive jurisdiction. These Terms and Conditions also apply to the laws of Scotland.
24. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing and signed by the Supplier.