Last updated: 29/05/2025

1. DEFINITIONS

“Client” refers to the individual or organization identified in the signed agreement.

“Consultant” refers to QUALVARIS LTD and its authorized personnel.

“Client Representative” is the designated individual appointed by the Client to act on their behalf.

“The Works” means the services to be carried out by the Consultant as agreed with the Client.

“Contract” means the legally binding agreement formed by the signed proposal, these terms, and any appendices.

“Scope of Work” refers to the detailed services requested by the Client, as outlined in the proposal or Appendix I.

“Services” include health, safety, environmental and quality consultancy services provided by QUALVARIS LTD.

“Documentation” encompasses all records and data shared or created in relation to the services.

“Regulations” include applicable laws, standards, and directives governing the services.

2. RESPONSIBILITIES OF QUALVARIS LTD

QUALVARIS LTD shall perform the agreed services using reasonable care, skill and diligence.

The Consultant will follow the Client’s lawful instructions unless they interfere unreasonably with the delivery of services.

QUALVARIS LTD shall verify the adequacy of information supplied by the Client and request clarification if necessary.

Any instruction that may affect the Consultant’s ability to deliver the services shall be communicated for resolution.

QUALVARIS LTD shall assign qualified personnel appropriate for the contracted services.

The Consultant will comply with all site rules and safety procedures when visiting Client premises.

Personnel using vehicles will be appropriately insured for business use.

The Client may request replacement of any personnel deemed unsuitable, with reasons provided.

QUALVARIS LTD reserves the right to reassign personnel if necessary, ensuring continued service quality.

The Consultant will secure and protect all Client documentation and data.

3. CONFIDENTIALITY

All information received from the Client shall be treated as confidential and only used for the purpose of providing services.

Confidentiality obligations extend to Consultant employees and subcontractors.

Confidentiality does not apply to public, previously known, or lawfully disclosed information.

Upon termination, all confidential materials must be returned to the Client.

4. INSURANCE

QUALVARIS LTD maintains suitable insurance, including:

• Employer’s Liability

• Public Liability (minimum £10,000,000)

• Professional Indemnity

Proof of insurance will be provided upon request.

5. PAYMENT TERMS

Services will be invoiced based on the agreed scope. Additional work requires written authorization and will be billed separately.

Payment terms are 30 days from the invoice date.

QUALVARIS LTD reserves the right to adjust fees annually based on operational and market factors.

6. TERMINATION

Either party may terminate the contract with written notice if the other breaches the agreement and fails to remedy within 14 days.

The Client may terminate the agreement with a 30-day notice before contract renewal.

QUALVARIS LTD may terminate the agreement immediately for non-payment, insolvency, or breach of law.

On termination, all work completed will be invoiced. Any licensed systems must be returned to QUALVARIS LTD.

7. CLIENT OBLIGATIONS

The Client shall provide all necessary access, documentation, and timely responses to allow effective service delivery.

The Client is responsible for ensuring accuracy of all company-specific materials.

The Client shall comply with licensing terms for any systems or materials provided.

8. LIABILITY

QUALVARIS LTD’s liability is limited to direct damages up to the value of the Consultant’s insurance coverage.

QUALVARIS LTD is not responsible for indirect or consequential loss, or for Client misuse of advice post-contract.

9. FORCE MAJEURE

Neither party is liable for delays or failure to perform due to circumstances beyond reasonable control, such as natural disasters, strikes, or regulatory actions.

10. GOVERNING LAW

This agreement shall be governed by the laws of Scotland. Disputes shall be subject to the jurisdiction of the Scottish courts.