Terms & Conditions

Terms and Conditions of Service

Effective Date: 5th November 2025

These Terms and Conditions (T&Cs) govern the provision of Health and Safety Services by the Service Provider (the Freelancer) to the Client.

1. Definitions and Interpretation

1.1. Service Provider: Refers to Jamie Stent, a self-employed, sole-trader individual, trading as Stent Safety Solutions (referred to as "I," "me," or "my"). 1.2. Client: Refers to the company engaging the Service Provider (referred to as "you" or "your"). 1.3. Services: The professional duties, advice, and training provided, as detailed in Section 2. 1.4. Agreement: This T&Cs document, together with any formal Statement of Work (SOW) or written engagement confirmation (the "Service Proposal"). 1.5. Day Rate: The agreed daily fee for the provision of the Services, exclusive of VAT (if applicable) and expenses not explicitly included. 1.6. Definition of a Day: Unless otherwise specified in the Service Proposal, a "Day" for the purpose of the Day Rate is defined as seven (7) working hours (exclusive of travel time and a reasonable break), to be worked flexibly within the Client's reasonable operating hours. 1.7. Professional Obligation: The Service Provider shall maintain continuous membership with a relevant professional body (e.g., IOSH) and undertake ongoing professional development (CPD) necessary to perform the Services to the required standard.

2. Scope of Services

The Service Provider shall act in an advisory capacity as a Health and Safety Manager/Officer/Advisor/Instructor, delivering professional services which may include, but are not limited to:

• Conducting Safety Audits and Inspections.

• Performing Incident and Near Miss Investigations.

• Developing, reviewing, and updating Health and Safety Policies and Procedures.

• Conducting and documenting Risk Assessments and Method Statements.

• Providing general Health and Safety advice and support.

• Delivering Health and Safety Training to staff.

2.3. Standard of Care: The Service Provider warrants that the Services will be performed with reasonable care and skill and in accordance with recognized industry standards and best practices applicable to a Health and Safety professional. 2.4. Reliance on Current Law: The Services, advice, and training materials provided are based strictly on the relevant UK statutory and common law, standards, and guidance in force as of the date the service is rendered or the advice is given. The Service Provider accepts no liability for non-compliance arising from the Client's failure to adapt to subsequent legal, regulatory, or guidance changes that occur after the date the Services were delivered.

3. Fees and Payment

3.1. Fees and Rates: The Service Provider’s compensation shall be based on the rates, including the Day Rate, stipulated in the formal Service Proposal agreed upon between the Client and the Service Provider. 3.2. Invoicing: Invoices will be submitted on a monthly basis for Services rendered. 3.3. Payment Terms: All invoices are payable by the Client within seven (7) calendar days of the invoice date. 3.4. Late Payment: The Service Provider reserves the right to charge statutory interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, calculated at 8% plus the Bank of England base rate.

4. Travel and Expenses

4.1. Standard Travel Inclusion: Travel to and from the Client’s primary site(s) totaling up to forty (40) miles (round-trip) from the Service Provider’s location shall be included within the agreed Day Rate and will incur no extra charge. 4.2. Significant Travel: Any travel exceeding the 40-mile round-trip inclusion is deemed Significant Travel. For such travel, the Service Provider shall notify the Client in advance, and an additional fee to cover time and mileage/transport costs will be applied, subject to mutual written agreement prior to the commencement of the travel. This protects the Service Provider from uncompensated costs associated with long-distance site visits. 4.3. Other Expenses: Pre-approved expenses, such as accommodation, subsistence, or specific materials requested by the Client, will be invoiced separately at cost.

5. Training Services

5.1. Training Rate: Health and Safety Training delivered by the Service Provider shall be charged at the rate stipulated in the Service Proposal. 5.2. Exclusions and Client Responsibility: The rate for training services does not include the cost of any third-party fees. 5.3. Additional Costs: Any fees required for course accreditation, endorsement, certification, or the cost of specialist training materials/equipment required for the training session are the sole responsibility of the Client and will be invoiced separately. 5.4. Certificates and Payment: Certificates of training or attendance will only be issued to the Client once full payment of the relevant invoice has been received by the Service Provider. 5.5. Delegate Suitability and Conduct: The Service Provider reserves the right to refuse training to, or remove from the session, any delegate who appears to be under the influence of alcohol or drugs, is physically unfit to perform practical tasks safely, or creates a disruptive environment. The Client remains liable for the full fee in such instances.

6. Term, Termination, and Cancellation

6.1. Term: The Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with this Section. 6.2. Termination Notice: Either party may terminate this Agreement by providing the other party with a minimum of thirty (30) days’ written notice. 6.3. Cancellation of Booked Days: If the Client cancels a confirmed, booked service day with less than seven (7) calendar days’ notice, the Client shall be liable for a cancellation fee equivalent to 50% of the Day Rate for the cancelled day. Cancellations with less than 48 hours notice will incur 100% of the Day Rate. 6.4. Mutuality of Obligation (MOO): The parties expressly agree that there is no mutuality of obligation either during or following the term of this Agreement. This Agreement does not create an obligation on the Client to offer further Services to the Service Provider, nor does it create an obligation on the Service Provider to accept any further Services offered by the Client after the current confirmed engagement is completed or terminated.

7. Client Cooperation and Access

7.1. Cooperation Requirement: The Client shall provide timely access to premises, relevant personnel, documentation (including maintenance logs, previous risk assessments, training records), and any other information reasonably requested by the Service Provider to perform the Services effectively. 7.2. Impact of Non-Cooperation: The Service Provider is not liable for any failure or delay in providing advice or services that results from the Client's failure to cooperate, provide necessary information, or ensure a safe working environment for the Service Provider.

8. Intellectual Property (IP) and Confidentiality

8.1. IP Transfer: The Service Provider shall grant the Client a non-exclusive, perpetual, royalty-free license to use, copy, and modify all documentation, policies, procedures, and risk assessments specifically created for the Client as part of the Services. The Service Provider retains the copyright and ownership of any underlying methodologies, processes, or proprietary training materials used to deliver the Services. 8.2. Confidentiality: Both parties agree to keep confidential all non-public information concerning the other party's business operations, finances, and trade secrets obtained during the performance of the Services, save for any disclosure required by law.

9. Data Protection and GDPR

9.1. Roles and Special Category Data: For the purposes of UK data protection law (GDPR), the Client is the Data Controller, and the Service Provider acts as the Data Processor for any personal data processed. Where the Service Provider processes Special Category Data (e.g., health information related to incidents, audits, or training), the Client warrants that the processing is necessary for reasons of substantial public interest (Health and Safety at Work), and the Service Provider shall process it accordingly. 9.2. General Data Processing: The Service Provider’s handling of personal data for its own business purposes (e.g., billing, contract management, marketing updates) is governed by its separate Privacy Policy, available at https://www.safety-solutions.uk/privacy-policy. The Client acknowledges they have reviewed this policy. 9.3. Compliance: The Service Provider will process personal data only on the documented instructions of the Client and shall implement appropriate technical and organizational measures to ensure data security. The Client is solely responsible for ensuring the lawfulness of the processing, including obtaining necessary consents.

10. Liability, Indemnity, and Professional Status

10.1. Advisory Role Limitation (Statutory Duty): The Service Provider acts strictly as an independent professional advisor and instructor. The Client acknowledges that the Service Provider cannot assume the Client's ultimate statutory duty and legal responsibility for health and safety compliance. 10.2. Exclusion of Clinical/Medical Liability: The Services are non-clinical. The Service Provider is a qualified Health and Safety professional, not a medical practitioner, physiotherapist, or clinical specialist. The Service Provider accepts no liability for injury, pain, or discomfort experienced by any user, or for the outcome of any pre-existing or chronic health condition. Where a potential medical issue is identified, the Service Provider's role is strictly limited to advising the Client that the user must be referred to a qualified Occupational Health professional or medical specialist for diagnosis and clinical recommendation. 10.3. Indemnity: The Client agrees to indemnify the Service Provider against any and all claims, damages, liabilities, and costs arising out of the Client’s failure to implement the Service Provider’s advice or recommendations, or arising from any willful misconduct or gross negligence by the Client or its employees. 10.4. Limitation of Liability (Financial Cap): The total aggregate liability of the Service Provider under or in connection with this Agreement (whether in contract, tort including negligence, or otherwise) shall be limited to the total fees paid by the Client to the Service Provider in the preceding twelve (12) months or the limit of indemnity provided by the Service Provider’s Professional Indemnity Insurance policy in force at the time the claim is notified, whichever is lower. The Service Provider shall not be liable for any indirect, special, or consequential loss (including loss of profit). 10.5. Insurance: The Service Provider shall maintain adequate Professional Indemnity and Public Liability Insurance for the duration of this Agreement. The Client acknowledges that any claim relating to the provision of the Services must be notified to the Service Provider while the relevant Professional Indemnity insurance policy remains in force, or during the period permitted by the policy for notification of circumstances giving rise to a claim (i.e., this is a 'claims made' policy). 10.6. Independent Contractor: The Service Provider is an independent contractor and is solely responsible for all tax, National Insurance, and other statutory deductions applicable to a self-employed individual operating under UK law. 10.7. Right of Substitution: The Service Provider shall have the right, but not the obligation, to appoint a suitably qualified and experienced substitute to perform the Services (or any part thereof) on its behalf. The Client acknowledges that the Service Provider will remain responsible for the substitute's work and will bear the costs of the substitute. The Client shall not unreasonably refuse the substitute proposed by the Service Provider. 10.8. Compliance Status Confirmation: The Client expressly agrees and confirms that the relationship established by this Agreement is one of client and independent contractor, and not that of employer and employee, and that the Client shall not seek to hold the Service Provider liable for any employment-related taxes or liabilities.

11. Force Majeure

11.1. Definition: Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from any cause that is beyond the reasonable control of that party, including (but not limited to) acts of God, governmental acts, fire, flood, war, natural disaster, and large-scale pandemic. 11.2. Mitigation: The affected party shall notify the other party immediately and shall use all reasonable endeavours to mitigate the effect of the Force Majeure event.

12. Dispute Resolution

12.1. Mediation: In the event of any dispute or claim arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to enter into non-binding mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, or any equivalent professional body agreed upon by both parties, before resorting to litigation.

13. Governing Law and Jurisdiction

13.1. This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the Law of England and Wales. 13.2. Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim. 13.3. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. 13.4. Severability: If any provision or part-provision of this Agreement 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 or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.