General Terms and Conditions of Business

Henshall & Sheehy Support Services Limited
Suite 5
4 Bloomsbury Square
London
WC1A 2RL
Introduction
The Terms and Conditions of Business (“the Terms”) apply in all cases where Henshall & Sheehy Support Services Limited provides a service to a client. In the case of conflict between these Terms and any written agreement, the terms of the written agreement shall prevail.
Service Level Standard
Henshall & Sheehy Support Services Limited will aim to provide the service to the level stated in any written agreement. If there is no written agreement then the level set out in the duty of care below will apply. Any variations to the Agreement on duty of care below must be agreed in writing.
What is not included
Henshall & Sheehy Support Services Limited accepts no responsibility for items outside the scope of the service defined. No obligation is accepted to provide nor liability accepted for:
• Advice provided or failure to provide on the properties/Plant condition unless instructed specifically to carry out a formal survey
• Security of the property/Plant
• The health and safety of those visiting a property/Plant Liability and Duty of Care
Duty of care
Henshall & Sheehy Support Services Limited owes a duty to the client to act with reasonable skill and care to provide the service and comply with client’s instructions where the instructions do not conflict with these Terms, the Agreement or the applicable law and professional rules of business. Henshall & Sheehy Support Services Limited is not obliged to carry out any instructions of the client which conflicts with the above.
Liability to the Client
Henshall & Sheehy Support Services Limited accepts no liability for any delay in or consequences for the failure to provide the services,
or any failure by the client or to the client’s agent to:
• Promptly provide any information that Henshall & Sheehy Support Services Limited reasonably requires, or where information provided is inaccurate or incomplete. The client agrees that, where information is provided to Henshall & Sheehy Support Services Limited
, Henshall & Sheehy Support Services Limited is entitled to rely on it as being accurate.
• To follow Henshall & Sheehy Support Services Limited’ advice or recommendations
The liability of Henshall & Sheehy Support Services Limited in connection with the provision of service or otherwise under the Agreement:
• Is excluded to the extent that the client or someone on the client’s behalf for whom Henshall & Sheehy Support Services Limited is not responsible
• Is excluded if caused by circumstances beyond Henshall & Sheehy Support Services Limited reasonable control
• Excludes indirect, special and consequential losses Henshall & Sheehy Support Services Limited Page 2 of 4
• Is limited to the share of loss reasonably attributable to Henshall & Sheehy Support Services Limited where Henshall & Sheehy Support Services Limited is but one party liable and assuming that all other parties pay their share of the loss attributable to them; and
• is limited in any event to £500,000 in aggregate under this agreement
Liability to Third Parties
Henshall & Sheehy Support Services Limited owes no duty of care and has no liability to anyone but its client, unless specifically agreed in writing by Henshall & Sheehy Support Services Limited. No third party is intended to have any rights under the Agreement unless agreed in writing.
Liability of Others
Henshall & Sheehy Support Services Limited has no liability for products or services that it reasonably needs to obtain from others in order to provide the service.
Delegation
Henshall & Sheehy Support Services Limited may delegate to a third party the provision of the service, or part of it, only where this is reasonable but remains liable for what the third party does unless the client agrees to rely only on the third party (and the client must not unreasonably withhold that agreement). If delegation is at the client’s specific request, Henshall & Sheehy Support Services Limited is not liable for what the third party does or does not do.
Complaints
Before taking any other action against Henshall & Sheehy Support Services Limited the client agrees to use the Henshall & Sheehy Support Services Limited complaints handling procedure of which is set out below.
Timetable
Henshall & Sheehy Support Services Limited is to use reasonable endeavours to comply with the client’s timetable but is not responsible for not doing so unless specifically agreed in writing. Even then, Henshall & Sheehy Support Services Limited is not liable for delay that is beyond its control.
E-mail and on-line Services
Henshall & Sheehy Support Services Limited may use electronic communication and systems to provide services, making available to the client any software required that is not generally available.
Conflict
If Henshall & Sheehy Support Services Limited becomes aware of a conflict of interest it is to advise its client promptly and recommend an appropriate course of action.
Publicity
Neither Henshall & Sheehy Support Services Limited nor its client may publicise or issue any specific information to the media about the service or its subject matter without the consent of the other.
Personal Data
Henshall & Sheehy Support Services Limited processes and protects personal data about individuals in compliance with the law of England and Wales wherever that data is accessed.
Intellectual Property
All intellectual property rights in material supplied by the client belong to the client and in material prepared by Henshall & Sheehy Support Services Limited belong to Henshall & Sheehy Support Services Limited, unless otherwise agreed in writing. Each has a nonexclusive right to use the material provided for the purposes for which it is supplied or prepared. No third party has any right to use it without the specific consent of the owner
Confidential Material
Each party must keep confidential all confidential information and material of commercial value to the other party of which it becomes aware but it may:
• use it to the extent reasonably required in providing the service
• disclose it if the other party agrees
• disclose it if require to do so by law, regulation or other competent authority
This obligation continues after termination of the Agreement.
Destruction of Papers
Henshall & Sheehy Support Services Limited may after six years of the Agreement destroy any papers or files it retains.
Remuneration
Where the fees and expenses payable for the service are not specified in writing Henshall & Sheehy Support Services Limited entitled to:
• The reasonable fee by reference to time spent
• Reimbursement of expenses properly incurred on the client’s behalf
Where the service is not performed in full Henshall & Sheehy Support Services Limited is entitled to a reasonable fee proportionate to the service provided as estimated by Henshall & Sheehy Support Services Limited.
If an invoice is not paid in full within 30 days Henshall & Sheehy Support Services Limited may charge interest on the balance due at the rate of 8% p.a. above the Bank of England base rate current at the date of the relevant fee account.
Miscellaneous

Transfer
The client may transfer the benefit of the Agreement but must first get the consent of Henshall & Sheehy Support Services Limited, which will not be reasonably withheld.
Termination
The client or Henshall & Sheehy Support Services Limited may terminate the Agreement immediately by notice to the other if the other:
• has not satisfactorily rectified a substantial or persistent breach of the Agreement within the reasonable period specified in an earlier notice to rectify it
• is insolvent according to the laws of its country of incorporation.
Effect of Termination on Claims
Termination of the Agreement does not affect any claims that arise before termination of the entitlement of Henshall & Sheehy Support Services Limited to its proper fee up to the date of termination or to be reimbursed its expenses.
Notices
A notice is valid if in writing addressed to the last known address of the addressee and is to be treated as served:
• when delivered, if delivered by hand (if that is during normal business hours) otherwise when business hours next commence
• two business days after posting, if posted by recorded delivery
• when actually received, if sent by ordinary mail or fax.
Notice may not be given by electronic mail.
Governing law
The law of England and Wales applies to the Agreement and to these Terms. Henshall & Sheehy Support Services Limited and the client submit to the exclusive jurisdiction of the courts of England and Wales.

 

Henshall & Sheehy Support Services Limited
Suite 5 | 4 Bloomsbury Sq | London WC1A 2RP
t: 0207 242 5110 | m: 07824 628 960 | f: 0207 242 6008
w: www.hssupport.co.uk
Company Registered Number: 6850569