Terms and Conditions

These terms and conditions are between:

Ricardo-AEA Limited acting through its business name NCEC, Gemini Building, Fermi Avenue, Harwell IBC, Didcot, Oxon, OX11 0QR, United Kingdom ("NCEC") AND

You as a Registered Company wishing to be included in CHEMRESPOND in accordance with the following terms and conditions ("Contractor")

YOUR REGISTRATION AS A CHEMRESPOND CONTRACTOR IS DEPENDENT UPON ACCEPTANCE OF THESE TERMS AND CONDITIONS BY WHICH, BY CLICKING THE ACCEPT BUTTON BELOW, YOU AGREE TO BE BOUND THEREAFTER.

CONDITIONS OF CONTRACT

BACKGROUND

1. CHEMRESPOND is a web-based chemical Level 3 emergency response service provider business directory provided by NCEC which matches potential buyers of Level 3 services who are clients of NCEC ("Clients") with details of suppliers globally. "Level 3" is practical assistance with personnel or equipment at the scene of a chemical incident.

2. NCEC provide advice and guidance to its Clients at the time of or immediately following an emergency situation involving chemicals and in so doing the services of a Level 3 emergency response contractor may be required. Some NCEC Clients wish to procure the services of Level 3 contractors on a retained basis, while some instead wish to access information about available Level 3 contractors immediately following an incident (the "Services"). The Client will have sole responsibility for contracting with a Contractor on terms and conditions outside of this Contract and, therefore, the aim of this Contract is only to establish the terms and conditions that will cover the Contractor's obligations to NCEC in relation to his appointment as a Contractor in CHEMRESPOND.

3. No work is guaranteed from a Client and this is both understood and accepted by the Contractor on acceptance of these terms and conditions. ACCURACY OF DATA PROVIDED

4. It is hereby confirmed by the Contractor that the information provided by the Contractor when making its application in relation to this Appointment and the provision of Services in connection with it was accurate and complete and that the Contractor's representative with the responsibility to enter into this Contract had the requisite authorisation to do so.

5. The Contractor will be responsible for accuracy and completeness of any information upon which the Appointment as a Contractor was based, and any changes or modifications must be forwarded to NCEC at the earliest opportunity. Contractors who fail to keep their information up to date may be removed from CHEMRESPOND at NCEC's sole discretion.

CONSIDERATION

6. In consideration of the Contractor providing the information necessary for the Contractor to complete its application in relation to the provision of the Services under the Scheme, and agreeing to be bound by the terms and conditions of this Contract, NCEC agree, subject to the terms of this Contract, to make the name of the Contractor available to the Clients by placing the Contractor into CHEMRESPOND.

SCOPE OF CONTRACT

7. Panels of Contractors will be expected to be capable of and willing to provide one or more of the following Services to the Participants as a result of this Appointment:

  • Chemical uplift/ transfer
  • Land/ groundwater remediation
  • Liquid waste treatment
  • Tank and bund installation/repair
  • Land incident remediation
  • Offshore remediation
  • Marine incident remediation
  • Airport incident remediation List

DURATION

8. Subject to the provisions of this Contract, the duration of this Contract shall be one year from acceptance of the Contractor into CHEMRESPOND and the Clients may, within this period, approach the Contractor for such Services as they may require.

9. Subject to the performance of the Contractor and the written agreement of NCEC and the Contractor, this Contract will be extended unless either party exercises its right to terminate or cancel under the terms of this Agreement.

10. This Contract shall remain in force until any of the Services commissioned by the Clients, within this period, have been satisfactorily completed.

CONTRACTOR'S PERFORMANCE AND COMPLAINTS

11. NCEC reserve the right to monitor the Contractor's performance in relation to this Contract and providing Services to Clients, including via submission by Clients of customer feedback forms, and remove Contractor from CHEMRESPOND where performance is deemed by NCEC to be unsatisfactory.

12. The Contractor shall notify NCEC of all complaints received from Clients relating to CHEMRESPOND or Services provided by the Contractor within one working day of their receipt, and shall thereafter keep NCEC updated as to the status and handling of the complaint. The Contractor shall undertake all commercially reasonable endeavours to resolve complaints promptly.

13. NCEC may consider whether, as a result of the complaint that has been made, it is appropriate to remove the Contractor from CHEMRESPOND. NCEC's decision as to whether or not to remove the Contractor from CHEMRESPOND shall be at its sole discretion.

PERFORMANCE OF THE SERVICES

14. The Contractor warrants that as a result of his Appointment it is required, at all times, to provide the Services to Clients with reasonable skill and care in accordance with:

  • The provisions of this Contract;
  • Any lawful and reasonable instructions issued by NCEC;
  • All relevant legislation;
  • All relevant guidelines; and
  • Good industry practice.

15. The Contractor's appointment into CHEMRESPOND is not an endorsement or validation of the Contractor or its products and the Contractor will not explicitly or implicitly present it as such without the prior written permission of NCEC.

16. The Contractor shall not knowingly do anything, as a result of its Appointment and in relation to the provision of the Services, to prejudice the reputation and interests of NCEC.

17. The Contractor shall provide all staff, equipment, materials, information, data and other things whatsoever required for the provision of the Services to Clients.

18. The Contractor shall ensure that all personnel employed in connection with the provision of the Services shall be properly and sufficiently supervised, qualified, competent, skilled, honest and experienced and shall at all times exercise care in the execution of their duties with regard to the provisions of the Services. Liability and Indemnity

19. The Contractor shall indemnify, keep indemnified and hold harmless NCEC from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), death or injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgements which NCEC incurs or suffers arising out of or in connection with a failure in performance by the Contractor under this Contract and/or in the provision of Services to a Client.

20. References in this Clause to NCEC shall be deemed to include their employees and agents, who may rely on the indemnity set out herein.

21. Without in any way limiting its responsibilities under this Clause, the Contractor shall insure with a reputable insurance company against the Contractor's liabilities under Clause 19.

Intellectual Property

22. Each party shall retain its own pre-existing or independently developed intellectual property.

Transfer and Sub-Letting

23. The Contractor shall not give, bargain, sell, assign, sub-let (except as is customary in the trade), or otherwise dispose of the Contract or any part thereof or the benefit or advantage of the Contract or any part thereof without the previous consent in writing of NCEC. The Contractor shall be responsible for the acts and omissions of its subcontractors as though they were its own.

Entire Agreement

24. The Contract constitutes the entire agreement and understanding between the parties and supersedes all prior written and oral representations, agreements or understandings between them relating to the subject matter of the Contract provided that neither party excludes liability for fraudulent misrepresentations upon which the other party has relied.

Confidentiality

25. Each party agrees not to disclose any confidential information of the other to any third party without the prior written consent of the disclosing party, and the Contractor shall not make use of the Confidential Information other than for the purposes of carrying out the Services. Confidential information includes Client details.

26. Condition 25 shall not apply to information which:
(a) is or becomes public knowledge (otherwise than by breach of these conditions or a breach of an obligation of confidentiality);
(b) is in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party;
(c) is required by law to be disclosed;
(d) was independently developed by the receiving party without access to the confidential information.

27. The obligations contained in this Condition shall continue to apply after the expiry or termination of the Contract.

Variations

28. No amendments or variation of the Contract shall be effective unless agreed in writing by both parties.

Status of Contractor's Personnel/Relationship of Parties

29. Both parties agree:
(a) The Contract is "for service" and not "of service".
(b) Nothing in this Contract shall create or be construed as creating a partnership, joint venture, a contract of employment or relationship of employer and employee, or a relationship of principal and agent between NCEC and the Contractor. Each party will be responsible for paying its own employees, including employment related taxes and insurance.

Termination for Insolvency or Change of Control

30. The Contractor shall notify the NCEC in writing immediately upon the occurrence of any of the following events:
(a) where the Contractor is an individual, if a petition is presented for its bankruptcy, or it makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, or if an administrator is appointed to manage its affairs; or
(b) where the Contractor is not an individual but is a firm or a number of persons acting together, if any event in Clause 44. (a) or (c) occurs in respect of any partner in the firm or any of those persons, or if a petition is presented for the Contractor to be wound up as an unregistered company; or
(c) where the Contractor is a company or limited liability partnership, if it enters administration or passes a resolution to wind up or the court makes an administration order or a winding-up order, or the company makes a composition or arrangement with its creditors, or an administrative receiver, receiver or manager is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of a floating charge; or
(d) the Contractor undergoes a change of control, where "control" has the meaning given in Section 416 of the Income and Corporation Taxes Act 1998.

31. After receipt of the notice under Clause 44 or earlier discovery by NCEC of the occurrence of any of the events described in that Clause, NCEC may, by notice in writing to the Contractor, terminate this Contract and remove the Contractor from CHEMRESPOND with immediate effect without prejudice to any right or action or remedy which may accrue to NCEC thereafter.

Termination for Breach of Contract

32. If the Contractor commits a material breach of the Contract, which is either not capable of remedy, or, if it is capable of remedy, it fails to remedy such breach within 28 days of being notified by the other party in writing to do so, NCEC shall be entitled to terminate the Contract with immediate effect by notice in writing to the Contractor that it has committed the material breach and without prejudice to any other rights or remedies of either NCEC or the Contractor in respect of the breach concerned or any other breach of the Contract, and to remove the Contractor from CHEMRESPOND.

Cancellation

33. NCEC shall be entitled to terminate the Contract and remove the Contractor from CHEMRESPOND, by giving to the Contractor not less than 28 days' notice in writing to that effect without prejudice to any rights or remedies of either party for breach of contract.

Anti-Bribery Compliance

34. The Contractor shall:
(i) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010, the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions and the United States Foreign Corrupt Practices Act ("Relevant Requirements");
(ii) comply with NCEC's Ethics, Anti-bribery and Anti-corruption Policies and Code of Conduct (as at http://www.ricardo.com/ru-RU/Who-we-are/Code-of-Conduct/) ("Relevant Policies")
(iii) promptly report to the NCEC any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of this Contract;

35. Breach of this Anti-Bribery Compliance clause shall be deemed a material breach of this Contract. Conflict of Interest

36. The Contractor shall ensure that there is no conflict of interest as to be likely to prejudice its independence and objectivity in performing the Services under the Contract and undertakes that upon becoming aware of any such conflict of interest during the performance of the Services it shall immediately notify NCEC in writing of the same, and shall furnish such further information as NCEC may reasonably require.

Rights of Third Parties

37. Nothing in this Contract confers or purports to confer on any third party any right or benefit under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Contract.

Statutory Regulations

38. The Contractor shall at all times comply with all laws, rules and regulations of government and other bodies having jurisdiction over the country in which the Services are carried out, including any relevant environmental laws and regulations and including, without limitation, obligations in relation to deduction of tax (such as those arising under IR35) and in relation to employment rights of any worker or employee of the Contractor. Any and all costs associated with such compliance will be borne by the Contractor.

Law

39. The Contract shall be governed by and interpreted in accordance with English Law and shall be subject to the jurisdiction of the courts of England and Wales.

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