These terms and any agreed conditions or alterations apply in their entirety to any agreement between The Ethical Fire Safety and Risk Management (TEFSRM) Group Limited ("the company"), trading as Risk and Safety Plus (RS+) and Risk, Operations, Assurance and Resilience (ROAR) including any of its subsidiaries or divisions and the other party to such an agreement ("the client").

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1. Terms of engagement

The company agrees to provide fire safety and risk management advice and support (the "services") to the client under the terms set out in this document. This agreement supersedes any previous terms of business or communications unless explicitly stated otherwise.

The client's instructions or continued use of the services constitutes acceptance of these terms. These terms apply to all workers employed by or contracted to the company who act on the company’s behalf. The company, not any individual worker, assumes liability for the services provided.

Lead advisor and key account manager: The company will assign a lead advisor as the primary technical contact and, if necessary, a key account manager for administrative support. These roles may involve other workers as needed.

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2. Cost estimates and fees

The company provides cost estimates based on the scope of the services agreed with the client. Cost estimates are indicative and do not constitute binding quotations. The final cost is subject to:

• Prompt and accurate instructions from the client

• Any agreed variations to the scope of work

• External delays outside the company’s control

Fees are calculated based on:

• Time spent on the services (e.g. meetings, calls, emails, document preparation, travel)

• Agreed hourly or project rates

• Any expenses or disbursements as outlined in section 3 (expenses)

Fees are determined using the rates published on the TEFSRM website or as specifically agreed in writing prior to the commencement of any work or project. For work within a 50-mile radius of the company’s trading office, no travel or accommodation fees will apply unless otherwise agreed. Rates for services and associated costs are detailed in the pricing schedule.

The client may set a maximum fee limit for the services. If this limit is reached, the company will notify the client before continuing work. Where required, the company reserves the right to conduct credit checks to confirm the client’s identity and financial status before commencing work.

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3. Expenses

The company is entitled to recover all reasonable expenses incurred in providing the services, including but not limited to:

Travel:

• £0.45 per mile by road plus tolls and parking

• First-class rail

• Business-class air travel

• Business/club-class ferry seating or cabin berth if overnight

• Travelling time: Charged at 50% of the applicable hourly rate unless otherwise agreed in writing

Accommodation:

• Minimum four-star hotels with secure arrangements if recommended by the Foreign Commonwealth and Development Office (FCDO)

Other costs:

• External venues, specialist services, equipment, or certifications procured on behalf of the client charged at cost + 10%

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4. Payment terms

Payment is required in sterling by electronic bank transfer or GoCardless. Cheques and cash payments are not accepted unless specifically agreed. All retainer fees, training courses, and medium or long-term projects are payable in advance unless otherwise agreed.

Late payments: Unpaid invoices are subject to:

• Interest at 8% above the Bank of England base rate (pro-rata)

• Fixed recovery costs (£40 for debts up to £999, £70 for debts up to £9,999, and £100 for debts over £10,000)

• Additional reasonable recovery expenses (e.g. legal fees)

The company reserves the right to suspend or terminate services for non-payment

5. Competence and professional conduct

The company ensures that all workers employed by or contracted to it possess the skills, knowledge, and experience required to deliver the services effectively and to a high standard. Workers are selected based on their proven abilities and undergo continual professional development to ensure their competence remains current and aligned with industry best practices and legal requirements. This includes adherence to standards of education, training, and relevant qualifications necessary for their roles.

In performing their duties, workers uphold the principles of integrity, accountability, and transparency. They act with honesty and fairness, ensuring that their decisions and recommendations are objective, evidence-based, and free from improper influence. The company commits to avoiding conflicts of interest, and any such conflicts that arise will be disclosed to the client at the earliest opportunity.

Workers recognise their responsibility to the client, the community, and the environment. Where obligations to the wider public or environmental safety conflict with contractual duties to the client, the former will take precedence in line with ethical and legal obligations. Workers maintain a commitment to:

• Acting impartially and objectively in all interactions

• Providing advice and delivering services with diligence and care

• Accepting responsibility for all work carried out individually or under their direction

The company applies the same standards of conduct to its governance and operations, reflecting a commitment to ethical behaviour and public trust consistent with principles such as accountability, openness, and respect for the rule of law. These principles underpin all interactions with clients, stakeholders, and the broader community.

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6. Quality

The company is committed to providing high-quality services and ensures this through regular monitoring and evaluation by senior management.

Complaints procedure:
If a client has any concerns regarding the quality of services provided, they should raise the issue in the first instance with the operations director. The operations director will investigate and respond within a reasonable timeframe. If the issue cannot be resolved at this level, it will be escalated, via the company secretary, to the chairman, who will provide a final response after reviewing the matter thoroughly.

The company aims to respond to all communications promptly and strives to address any complaints to the client’s satisfaction while maintaining professional and legal standards.

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7. Data, confidentiality and intellectual property

The company processes and stores client data in compliance with the Data Protection Act 2018 and the UK General Data Protection Regulation (GDPR), which came into effect on 25 May 2018. All personal and business-related data is treated as confidential and will not be disclosed to third parties unless:

• Required by law or regulation

• Already in the public domain

• Independently developed by the company without reference to the client’s data

• Necessary for the performance of the services (e.g. debt recovery purposes where disclosure is strictly limited to what is required)

The company collects and processes only the data necessary to deliver the agreed services. Data is retained for a maximum of seven years after the termination of this agreement unless a longer retention period is required by law or regulatory obligations. After this period, all data is securely destroyed or deleted.

Workers employed by or contracted to the company are bound by the same confidentiality and data protection obligations. They are required to:

• Handle client information with care and use it solely for its intended purpose

• Safeguard data against unauthorised access, disclosure, or loss

• Notify the company immediately in the event of a suspected data breach

The company implements technical and organisational measures to protect client data, including secure storage, encrypted communications, and restricted access to sensitive information. In the event of a data breach affecting client data, the company will notify the client and, if required, the Information Commissioner’s Office (ICO) within the statutory timeframe.

All intellectual property created during the provision of services remains the company’s property until all invoices are paid in full. Once paid, the client may use such material solely for the purpose for which it was created. Copyright and other intellectual property rights remain with the company unless otherwise agreed in writing.

By agreeing to these terms, the client consents to the collection, processing, and retention of their data as outlined above and acknowledges the company’s ownership of all intellectual property associated with the services.

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8. Warranty and limitation of liability

The company guarantees that all services will be performed with reasonable care and skill in accordance with industry standards. However, liability arising from the provision of services is subject to the following limitations:

1. Insurance limits: The company maintains the following insurance cover:

   • Professional indemnity (PI): £1,000,000 any one claim

   • Employers liability: £10,000,000

   • Public liability: £2,000,000

2. Exclusions: The company shall not be liable for:

   • Any indirect, consequential, or special losses, including loss of profit, revenue, or business opportunity

   • Losses resulting from the client’s failure to provide accurate or timely information, instructions, or access necessary for the performance of the services

   • Any liability arising outside the scope of the company’s insurance coverage or exceeding the applicable insurance limits

3. Client’s responsibility: In cases where a liability exceeds the applicable insurance limits or falls outside the terms of the company’s insurance policy, the client agrees to assume full responsibility for such excess liability.

4. Force majeure: The company is not liable for delays or failures caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, or government-imposed restrictions.

The client must notify the company of any claims within six months of becoming aware of the issue. The company’s total aggregate liability shall not exceed the applicable insurance limit in any circumstance.

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9. Termination

Either party may terminate the agreement by providing written notice. Termination by the client is subject to:

• Payment of all outstanding fees

• Cancellation fees as set out below:

Cancellation policy:

• No refund: Within 5 days of the start date

• 30% refund: Between 5 and 14 days

• 60% refund: Between 15 and 30 days

• Full refund: More than 30 days in advance

Termination of retained or fixed-term contracts:
For retained or fixed-term contracts, any termination by the client before the agreed end date will result in the client being liable for full payment of the remaining duration of the contract, unless otherwise expressly agreed in writing beforehand.

Auto-renewal of retained contracts:
For retained contracts, unless otherwise specified, the agreement will automatically renew for a further 12-month period on the same terms and conditions, unless written notice of termination is provided by either party at least 30 days prior to the contract end date. Any changes to the terms of renewal must be agreed upon in writing before the renewal date.

The company may terminate the agreement immediately if:

• The client breaches any terms of this agreement

• Payments are overdue

• Continuing the agreement would contravene laws or regulations

• There is an irretrievable breakdown of trust and confidence between the parties

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10. Severability

If any provision of this agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be deemed severed, and the remaining provisions of the agreement shall remain in full force and effect.

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11. Governing law and final provisions

This document supersedes all previous agreements, communications, or terms of business unless explicitly stated otherwise. By using the company’s services, the client confirms acceptance of these terms in their entirety. Any amendments or variations to this agreement must be agreed in writing and signed by authorised representatives of both parties.

This agreement is governed by and shall be construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts for any disputes arising under or in connection with this agreement.