1. DEFINITIONS.

For the purposes of these General Terms and Conditions (the “Conditions”), the following words have the following meanings:

• 1.1 “Affiliate” means a Party’s directors, officers, employees, shareholders, agents, independent contractors, parent, subsidiary, or a company under common ownership with such Party;
  
  
• 1.2 “Client” means the party or parties entering into the Contract with North Star;
  
  
• 1.3 “Contract” means the Proposal issued by North Star to Client and the Conditions, as either may be modified in writing by North Star and Client under Clause 20;
  
  
• 1.4 “North Star” means North Star Safety Group Limited, registered in England and Wales with registered office at SALOMONS ESTATE, Broomhill Rd, Tunbridge Wells, TN3 0TG (number 05533445);
  
  
• 1.5 “Party” means North Star or Client, as indicated by the context;
  
  
• 1.6 “Price” means the price set out in the Proposal or determined by Clause 5 (as the case may be), subject to adjustment pursuant to the Contract;
  
  
• 1.7 “Project” means the tasks stated in the Proposal and all additional tasks performed by North Star in connection with the Services;
  
  
• 1.8 “Proposal” means the document(s) issued by North Star to Client, including any assumptions, conditions and limitations relating to the Project, in which North Star describes, and offers to perform, the Services;
  
  
• 1.9 “Services” means any work performed or to be performed by North Star for Client under the Contract; and
  
  
• 1.10 “Site” means any studios, locations or other site(s) upon which the Services may be conducted or in relation to which the Services may be performed.

2. INTERPRETATION.

Words in the singular also include the plural and vice versa. Clause headings are for convenience only and shall not limit the meaning or construction of the Conditions. Any reference to a Clause means a clause of the Conditions. Any reference to a specific item as included within a general category shall not exclude items of a broader or similar nature, unless otherwise expressly stated. Unless otherwise agreed in writing, the Conditions shall govern the relationship between North Star and Client to the exclusion of any other terms and conditions put forward by or on behalf of Client.

3. PROPOSAL.

The Proposal shall be firm for a period of thirty days from the Proposal date, or for such period as is stated in the Proposal, after which North Star may withdraw or modify the Proposal. Except as otherwise expressly provided in the Proposal, fees, costs and time schedules stated in the Proposal constitute North Star’s estimated probable cost and time for the specified Services. The estimated probable cost shall not be deemed to be a guaranteed maximum price for performing the Services. If North Star at any time considers that a change to the nature, time or extent of the Services is required or advisable, North Star shall notify Client of such change and the implications of such change on the Price and time schedule. No such change shall be made without Client’s consent, except as necessitated by a sudden event or an emergency.

4. STANDARD OF CARE.

In performing the Services, North Star shall exercise that degree of skill and care ordinarily exercised under similar circumstances at the same time by health, safety and sustainability consulting professionals performing substantially similar services at the same or similar locality.

5. PRICE.

Where payment for the Services is on a time-and-expense or cost reimbursable basis:

• 5.1 Professional fees, expenses and subcontracting costs incurred in providing the Services shall be charged as indicated in the Proposal. Professional fees apply to all: (i) full-time, part-time, temporary and seconded employees of North Star and its related companies; (ii) temporary employees whose direct compensation is paid by a temporary staffing agency; and (iii) contracted consultants.
  
  
• 5.2 Professional fees stated in the Proposal shall be subject to annual adjustment by North Star on 1 April of each year and, after reasonable notice to Client, at such time as billing rates of North Star personnel are adjusted in order to provide for promotions or salary increases to such personnel. If such professional fees are not stated in the Proposal, then rates shall be North Star’s standard professional fees at the time the Services are provided.
  
  
• 5.3 Expenses incurred in providing the Services shall be charged on the basis of actual cost to North Star and subject to the addition of a handling and administration charge of 15 per cent, except for telecommunications, telephone, mail, email and facsimile costs, which will be charged on the following basis: (i) for the Services provided exclusively within the United Kingdom, 2 per cent of the aggregate of all time costs in relation to the Services; and (ii) for any other Services, 5 per cent of the aggregate of all time costs in relation to the Services, or such other percentage rate as North Star may reasonably apply. Certain vendors and subcontractors offer North Star trade or volume discounts, rebates or other special pricing arrangements that may not be passed through to Client or reflected in invoices.
  
  
• 5.4 If North Star personnel are called or subpoenaed for a deposition, examination, hearing, tribunal, government inquiry or court appearance, or for a similar purpose by whatever name and in whatever jurisdiction in a dispute arising out of the Project and to which North Star is not a named party, Client shall reimburse North Star on a time-and-materials basis at North Star’s then effective professional rates plus 40 per cent and for all costs incurred in connection therewith in accordance with Clause 5.3. Such Services shall be governed by the Contract.
  
  

6. INVOICES AND PAYMENT.

• 6.1 Where applicable, Client will pay the specified percentage of the Price stated in the Proposal within 5 business days of Client’s delivery to North Star of a signed acceptance of the Proposal. This amount will serve as North Star’s initial retainer for Project fees and expenses.
  
  
• 6.2 Except as otherwise specified in a Proposal, each invoice is payable by Client within fourteen days of the invoice date.
  
  
• 6.3 All fees quoted are exclusive of value added tax or similar tax as is applied in the country in which North Star provides the Services, which shall be charged in addition at the prevailing rate. If withholding tax is required to be paid over to any tax authority in connection with the Contract, then the sum payable to North Star will be increased by an amount that will yield to North Star the same amount it would have received had no withholding tax been paid. Client agrees to apply the provisions of relevant tax treaties so as to exempt or reduce any withholding tax. Unless the Parties agree otherwise, all payments by Client to North Star shall be made in British Pounds Sterling and by direct transfer to North Star’s bank account, details of which are set out in the relevant invoice. Invoices may be submitted to Client by North Star electronically.
  
  
• 6.4 Client shall not in any circumstances or for any reason whatsoever be entitled to make any deduction or withhold any sum from the fees payable to North Star by way of set-off. Notwithstanding any facts and circumstances surrounding the Contract, Client shall pay North Star for the Services rendered to it regardless of whether the Services are intended in whole or in part to benefit a third party.
  
  
• 6.5 Unpaid balances shall be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum amount permissible under applicable law, whichever is less, starting fourteen days from the invoice date. Payments received will be applied first to any accrued interest, with the balance of the payment then applied to any unpaid fees. In addition, North Star may, after giving two days’ notice, suspend the Services without liability until all past due accounts (including fees and accrued interest) have been paid. If North Star must take legal action to be paid for the Services and prevails, all collection and legal costs associated with such action shall be reimbursed by Client.
  
  

7. FORCE MAJEURE AND EMERGENCIES.

• 7.1 Price and time commitments under the Contract are subject to equitable adjustments for delays and changed conditions caused by Client's or the Site owner’s failure to provide complete or accurate information, any required approvals or suitable access to a Site, or for delays and changed conditions caused by unpredictable occurrences or circumstances beyond the reasonable control of either Party, such as fires, floods, earthquakes, strikes, riots, war, kidnapping, terrorism, threat of terrorism and any resulting security measures, epidemics, acts of God, changes in applicable law or regulations of any governmental authority, or the existence of hazardous conditions of a size and / or nature that could not reasonably have been expected by North Star (“Force Majeure”).
  
  
• 7.2 If North Star determines that the health or safety of its personnel or any subcontractor’s personnel or the environment or property of Client or others is or may be at risk in performing a Project such circumstances shall also constitute a Force Majeure and North Star shall have the right to take whatever measures it deems necessary to prevent any threatened damage, injury or loss and recover the reasonable and actual costs of such measures from Client. Where it is impracticable in an emergency situation to obtain prior Client authorisation, North Star shall be entitled to act pursuant to this Clause at its discretion.
  
  

8. CLIENT RESPONSIBILITIES.

Client shall be responsible for providing all reasonable assistance required by North Star in connection with the Services, including any assistance specified in the Proposal. In particular, Client will provide North Star with the following:

• 8.1 Reasonable access to and egress from the Site by North Star and its subcontractors and their respective personnel and equipment.
  
  
• 8.2 Clean, secure and unobstructed space and areas at the Site for North Star’s and its subcontractors’ equipment and vehicles, if applicable.
  
  
• 8.3 All necessary information regarding the Site that pertain to the Services or are necessary to assist North Star in performing the Services and in successfully carrying out the Project.
  
  
• 8.4 Approval of each specific location for the conduct of Services and the provision of all relevant and necessary information regarding conditions before North Star commences work at the location. If Client does not approve the location or provide relevant and necessary information about conditions, Client shall indemnify and defend North Star against any damage, loss, harm or injury arising therefrom.
  
  
• 8.5 North Star has the right to rely, without independent investigation or inquiry, on the accuracy and completeness of any information provided by, on behalf of or at the request of Client or any governmental authority to North Star or anyone providing services for North Star relating to the Services. Client agrees to review all Project deliverables prepared by North Star for Client for the accuracy and completeness of factual information provided by or on behalf of Client for inclusion therein and to make available to North Star any further information within Client’s possession that may affect the accuracy or completeness of North Star’s deliverables.
  
  
• 8.6 If the Services involve electronic data files that are maintained by or for Client, Client shall be responsible for maintaining backup copies of all such files.
  
  
• 8.7 It is a condition on which North Star undertakes to provide the Services that Client will not, without North Star’s prior consent in writing, offer to employ or employ any North Star employee who is engaged in the performance of the Services, during the period of employment or during a period of one year after the employee has ceased being employed by North Star.
  
  

9. INSURANCE.

North Star shall maintain policies of insurance for, employer’s liability with limit of liability of ₤5,000,000 and the following types of coverage each with an aggregate limit of liability of ₤1,000,000: (i) comprehensive general liability (public liability); and (ii) professional errors and omissions.

10. LIMITATION OF LIABILITY.

• 10.1 To the extent permissible under applicable law, in no event shall Client and its Affiliates or North Star and its Affiliates, be liable to the other or anyone claiming by, through or under them (including insurers) for any lost, delayed, or diminished profits, revenues, production, business, use or opportunities, or any incidental, special, indirect, or economic losses, wasted costs, diminution of value or consequential damages, of any kind or nature whatsoever, however caused.
  
  
• 10.2 To the extent permissible under applicable law, in no event shall North Star and its Affiliates be liable (whether under contract or in negligence or under any other law) to Client and its Affiliates and anyone claiming by, through or under them (including insurers) for any amount in excess of the lower of a multiple of ten times the Price or Five Hundred Thousand Pounds Sterling (£500,000), in the aggregate.
  
  
• 10.3 Any and all liability of North Star and its Affiliates in respect of the Services (whether under contract or in negligence or under any other law) shall cease upon the expiry of six years from the date of the final invoice for the Services, save in respect of any claim notified in detail to North Star in writing prior to the expiry of such period, provided that the liability of North Star and its Affiliates shall absolutely determine if legal proceedings in respect of any such claim shall not have been commenced by Client or its Affiliates against North Star or its Affiliates within 12 months after notification of the claim by Client to North Star.
  
  
• 10.4 Other than pursuant to Clause 4, no representation, warranty, condition or other term express or implied as to the quality or nature of the Services is given or accepted by North Star, and all such representations, warranties, conditions and other terms are excluded to the fullest extent permitted by law. If the Services include assessing the cost of compliance based on information provided by Client or a third party, North Star will prepare such assessment based upon its experience or inspection of a Site. Due to the nature of such Services, including, without limitation, the potential for assessment to be based on incomplete or inaccurate information, North Star does not warrant or guarantee the accuracy of any such assessment.
  
  
• 10.5 The provisions of this Clause 10 shall: (i) apply irrespective of whether liability of North Star or Client or their Affiliates is claimed, or found to be based in contract (including breach of warranty or contract), tort (including negligence or negligent misrepresentation), strict liability, or otherwise; and (ii) survive the completion of the Services or the expiration, cancellation, or termination of this Contract.
  
  
• 10.6 Client acknowledges and agrees that the limits on North Star’s and its Affiliate’s liability in this Clause 10 are agreed by reference to the Price, the financial resources of North Star, the nature and extent of the Services and the availability of professional indemnity insurance on reasonable commercial terms. Accordingly, Client acknowledges and agrees that the provisions of this Clause 10 satisfy any requirement of reasonableness under any law applicable to the Contract and any claims relating to or arising in connection with the Contract.
  
  
• 10.7 Notwithstanding the above provisions, nothing in the Conditions shall in any way be deemed to exclude or restrict either Party’s liability for death or personal injury (for which no financial limit will apply) caused by that Party’s negligence.
  
  

11. TERMINATION.

This Contract may be terminated in whole or in part in writing by either Party upon: 
(i) a breach by the other Party of a material obligation of such Party under the Contract; 
(ii) a Force Majeure event delaying the provision of the Services for sixty days or more; or 
(iii) in the event of a petition being presented or meeting convened for the purpose of winding-up the other Party, the other Party becoming the subject of an administration order or entering into liquidation (whether compulsorily or voluntarily) or the other Party compounding with its creditors generally or having an administrator, receiver, or administrative receiver appointed over all or any part of its assets.
Provided that, no such termination shall be effective unless the breaching Party is given:
(i) not less than ten calendar days’ written notice of intent to terminate;
(ii) an opportunity for consultation with the terminating Party prior to the effective date of such termination; and
(iii) a reasonable opportunity to cure any breach to the extent that such breach can be cured.
The foregoing notwithstanding, if Client fails to pay any invoice within 2 business days of its due date, North Star may terminate the Contract and stop work on any Project immediately upon dispatch of notice to Client. Client may terminate the Contract for Client’s convenience upon two weeks prior written notice to North Star. In the event of termination, Client shall pay, in accordance with the terms of Clause 6, all outstanding payments for the Services accrued up to the date of termination and reasonable costs incurred by North Star as a result of such termination, including demobilisation costs. North Star shall calculate a final invoice following the effective date of termination.

12. USE OF NAME.

Client agrees that North Star has authority to use Client’s name as a client and to use a general description of the Project in any published materials or written or oral presentations, provided North Star does not disclose any information which is confidential.

13. THIRD PARTIES AND RELIANCE.

Except for the Parties, any Affiliate of a Party that is specifically identified by name in the Contract, and any North Star Affiliate that provides service relating to the Contract, no other person shall be entitled to: (i) enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999; or (ii) rely on the Services or work product generated by or for North Star pursuant to the Contract (“North Star’s Work Product”). Client agrees to indemnify and hold harmless North Star and its Affiliates from and against any claims resulting from any act or omission by Client or its Affiliates resulting in a third party relying on North Star’s Work Product.

14. CONFIDENTIALITY.

All documents, information and advice provided to North Star or its Affiliates in the course of the Services and all confidential information concerning Client or any of Client’s activities or any Site shall be treated by North Star as confidential and shall not be disclosed to any third party (other than North Star’s professional advisers and Affiliates on a need to know basis) unless: (i) Client gives its prior written consent; (ii) North Star is required by law or by any governmental authority to make the disclosure; (iii) the document, information or advice enters the public domain other than through fault of North Star; or (iv) the document, information or advice was in North Star’s possession prior to the disclosure by Client. Notwithstanding the terms of any separate confidentiality undertaking(s) agreed between North Star and Client, North Star shall always be entitled to retain an archive copy of any work product produced by North Star under the Contract, provided that North Star will treat such information as confidential, as above.

15. FREEDOM OF INFORMATION ACT 2000 ("FOI") AND DATA PROTECTION.

If Client is a public authority or North Star, based on the nature of its work, is or may be deemed to be a public authority, within the meaning of FOI or similar regulations and either Client or North Star receives a request to disclose any advice, documentation or information relating to the Services, including for the avoidance of doubt a request to disclose whether or not such information is held by Client or North Star, the Party receiving the request will promptly consult the other Party, and take the other Party’s comments into account prior to making any disclosure and, if requested by the other Party, work with the other Party to ensure that exemptions or other legitimate means of ensuring that no disclosure is made are utilised to the extent reasonably possible. All time costs and expenses incurred by North Star in fulfilling or addressing requests for information relating to the Services under FOI or similar regulations shall be reimbursed in full by Client, irrespective of whether such request is made directly to North Star, Client or otherwise. To the extent that North Star is instructed to process personal data by Client as part of the Services, it will do so as a data processor on behalf of Client, the data controller, and in conformance with the Data Protection Act 2018.

16. INTELLECTUAL PROPERTY.

Client acknowledges and agrees that North Star shall maintain all ownership rights in any patent, design, trademark, copyright, rights in computer software, database rights, rights in layout, trade secret or rights in confidential information, moral rights, or other industrial or intellectual property right (whether registered or unregistered) and any applications for the same in respect of any invention, information, know-how, process, work, material or method (“Intellectual Property”) conceived, developed or made by North Star or its Affiliates outside the Services, as well as any enhancement of any Intellectual Property made by North Star or its Affiliates during the performance of the Services. Client further acknowledges and agrees that North Star shall retain ownership rights in any Intellectual Property that is conceived, developed or made by North Star or its Affiliates in the performance of the Services. North Star agrees to grant to Client a non-exclusive, irrevocable, royalty-free licence to use its Intellectual Property for the purposes specified in the Proposal. Full payment for the Services is a condition precedent to Client's rights in North Star’s Intellectual Property.
Client warrants that it:
(i) will not use, reproduce, copy, record or disclose the Intellectual Property provided by North Star to North Star’s competitive disadvantage; and
(ii) will only use North Star’s Work Product for the purposes contemplated by this Contract.

17. GOVERNING LAW AND FORUM.

The Contract shall be governed by the laws of England. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to the Contract shall be referred to the exclusive jurisdiction of the courts of London.

18. SEVERABILITY.

Each of the provisions of the Conditions is distinct and severable from the others and if at any time any one or more of such provisions is or becomes invalid, unlawful or unenforceable (whether wholly or to any extent), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) of the Conditions shall not in any way be affected or impaired and the Parties agree that they will substitute provisions in a form as similar to the offending provision as is possible without thereby rendering them invalid, unlawful or unenforceable.

19. MISCELLANEOUS.

Upon Client’s acceptance of the Proposal, the terms of the Contract shall constitute the entire understanding between the Parties and the full and final expression of such agreement superseding all prior and contemporaneous agreements, representations or conditions, express or implied, oral or written. A variation of the Contract, other than as contemplated by Clauses 3 and 7, is valid only if it is in writing and signed by or on behalf of each Party. Notwithstanding the foregoing, a variation to the Contract is valid if Client otherwise consents to, or knowingly accepts the benefit of, North Star's performing the Services under the Contract subject to the variation. The provisions of Clauses 6, 10, 12 to 17 and any and all provisions of the Contract, which by their nature generally would be construed as surviving a termination of the Contract, shall survive the completion of the Services or the expiration, cancellation or termination of any agreement between North Star and Client, and shall apply to the fullest extent permitted by law. 
A Party giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Contract shall give Notice in writing by one of the following methods of delivery, each of which for purposes of this Contract is a writing:
(i) personal delivery;
(ii) registered or certified mail, return receipt requested and postage prepaid;
(iii) internationally recognised overnight courier, all fees prepaid;
(iv) facsimile; or
(v) email.
Notice shall be provided to the persons identified in the Proposal.

20. NORTH STAR WEBSITE.

Any use by the Client or its Affiliates of materials, information, documentation, or other content available from North Star’s website shall also be subject to the North Star Website Terms and Conditions set out therein.

21. ADDITIONAL CONDITIONS.

Set forth on any addendum attached to and made a part of these Conditions by North Star, or set forth in the Proposal, are additional provisions (if any) that address issues relating to the Project or certain applicable laws and regulations governing North Star’s performance of the Services.