terms and conditions of business

1. Sentient Group Limited (“Sentient”) agrees to provide and the Client(s) agree(s) that every Client named on the Consultancy Service Agreement or Order Confirmation will be liable jointly and severally for the purchase of the products and services set out in accordance with the terms and conditions of the Consultancy Service Agreement or Order Confirmation. Where the contract includes advice from a solicitor, the parties agree this is a Business Agreement within the provisions of ss57-71 of the Solicitors Act 1974.
2. Any comment, commitment or representation by any employee agent or representative of Sentient regarding the content of the services provided are only part of the Consultancy Service Agreement or Order Confirmation if they are confirmed in writing. The Consultancy Service Agreement or Order Confirmation combined with these Terms and Conditions of Business and any written and agreed amendment represent the total Agreement between Sentient and the Client.
3. Where the Consultancy Service Agreement or Order Confirmation relates to a contract period it shall run for the period stated on the Consultancy Service Agreement or Order Confirmation subject to the variation detailed in the Notes section see above.
4. The Client may not cancel the Consultancy Service Agreement or Order Confirmation unless expressly agreed by Sentient. If the Client refuses to accept the services provided all charges under the Consultancy Service Agreement or Order Confirmation remain payable by the Client.
5. The client may change or postpone any planned visit of a consultant without penalty providing at least five working days’ notice is given. If such notice is not given Sentient retain the right to charge up to 50% of the cost of the visit based on a daily rate of £550.00 + VAT. If postponement is made either on the working day prior to or on the day of the visit then Sentient reserve the right to charge for all travelling and attendance time incurred with a minimum fee of £550.00 + VAT.
6. Sentient reserve the right to take whatever time is necessary to carryout research to ensure that the services provided are compliant with the law. Any indication therefore of a delivery date is only an approximation and Sentient will not be liable for any reasonable delay irrespective of how caused nor will the Client be entitled to withhold any payment.
7. Technical, legal or specialist advice should only be taken from those persons approved by Sentient. Sentient will not be liable for advice taken from non-approved persons. Non-approved persons include those employed by Sentient solely in a sales capacity.
8. Sentient undertake to take all reasonable steps to ensure that any site visits required under the Consultancy Service Agreement or Order Confirmation are carried out expeditiously and during the period of agreement. If, as a consequence of the failure of the client to provide dates and venues and they remain outstanding at the end of the Agreement period then they are forfeited.
9. The matters raised in any report/letter/document reflect the specific issues observed on site at the time of the consultant’s visit and should not be construed as addressing any other matters not observed at that time. In any event Sentient do not accept liability for any Fees For Intervention that might arise from any relevant enforcement body.
10. When acting as Competent Person, Sentient will endeavour to discharge its responsibilities and advise the Client in a professional and thorough manner to the best of its abilities and knowledge and within the scope of Professional Codes of Conduct. This should not be construed as us acting in a line management position and will require the Client to ensure effective implementation. The appointment of Sentient as Competent Person does not absolve the Client from responsibilities for health and safety under the HASAW etc Act and other relevant statutory provisions. If such advice is not acted upon by a Client employer or if information is withheld which may affect the outcome of a health and safety issue, then Sentient will not be held responsible for any subsequent action taken.
11. If the Client repeatedly fails to heed the advice given by Sentient on Health & Safety matters Sentient reserves the right to cancel its appointment as the Client’s Competent Person without notice. Such cancellation will not breach this Agreement or result in any form of refund.
12. When providing “Priority support with emergency in incident/serious accident investigation under RIDDOR Regulations” the nature and scope of the support together with the timeframes for the support will be decided solely by Sentient.
13. At each anniversary or on request from Sentient the Client agrees to provide accurate details of gross annual wage roll and employee numbers within 7 days of the request being made. If the information shows that the wage roll or employee numbers have increased by more than 10% when compared to their value and numbers at the commencement of the Consultancy Service Agreement, Sentient will have the right to increase the prices for the services. Such increase will be pro-rata to the relative increase in wage roll or employee numbers whichever is the greater.

Additional Support

14. If the Client requires consultancy support in addition to those specified in the Consultancy Service Agreement or Order Confirmation then the charge applicable will be at the rate of £175.00 + VAT per hour unless agreed separately by Sentient. Such additional work will be invoiced separately.

Payment of Invoices

15. The client agrees to pay all invoices by the due date and within the time scale set out in the Consultancy Service Agreement or Order Confirmation. If no time scale is set out then the client agrees to pay within 14 days of the date of invoice.
16. If the Client fails to make any payment on the due date(s) then all outstanding amounts will fall due. Without prejudice to any other right or remedy available to Sentient, Sentient shall be entitled to: –

• – charge an administration fee of £150 in addition to the agreed fees;
• – cancel the Consultancy Service or suspend any further services or insurance to the Client;
• – charge the Client interest (both before and after any judgment) on any amount unpaid at the rate of 15 % per annum until full payment is received by Sentient.

17. In circumstances where any application for grant funding towards the cost of the services contained in the Consultancy Service Agreement or Order Confirmation is rejected by the funding provider the Client shall be liable to pay the full amount to Sentient.

Force Majeure

18. If Sentient fail to perform the terms of the Consultancy Service Agreement or Order Confirmation and that failure is due solely to matters beyond the control of Sentient, such as but not limited to, act of God, force majeure, mechanical or technical difficulties, strikes then Sentient will have no liability to the Client.

Legal Expenses Insurance

19. Sentient work with a trusted partner who recommends insurers but we are not contractually obliged to those insurers to conduct business in this way. A list of those insurers is available on request.
20. All indemnities referred to in the Consultancy Service Agreement or Order Confirmation are incidental to the Consultancy Service and are subject to the Policy Wording and terms and conditions of the underwriter. If the underwriters withdraw cover for whatever reason then Sentient will have the right to cancel the Consultancy Service Agreement or Order Confirmation with immediate effect without any remaining liability to the Client.

Regulatory

21. Sentient’s team of advisors includes some employed solicitors. These solicitors are regulated by the Solicitors Regulation Authority (“SRA”). Sentient as a business are not regulated by the SRA but the work of the individual solicitors is regulated by the SRA. This means that when you take advice from one of our solicitors, it can attract legal advice privilege. The Solicitors Compensation Scheme is not available in relation to claims brought against our solicitors but their work is covered as part of our professional indemnity insurance. For full details, please see the Regulatory Notice available on our website Regulatory Notice – Sentient (sentientuk.co.uk) .

Data Protection

22. In line with the Data Protection Act 2018 and the provisions of Regulation (EU) 2016/679 (the General Data Protection Regulation “GDPR”), Sentient are registered in the Information Commissioner’s Office (ICO) Register under number ZB448871
23. Sentient will be the “controller” and the “processor” of the data taken from the Client. We have appointed a Data Protection Officer, who is the point of contact for enquiries relating to how your personal data is processed. The Data Protection Officer is: Fiona McQuillan, who can be contacted at fiona.mcquillan@sentientuk.co.uk 
24. In the performance of the contract between the Client and Sentient Personal Data and/or Special Categories of data (as defined in the Data Protection Act 2018) will be collected but will only be processed for the purposes for which the Client provided it. It will also be used to administer, support and obtain feedback on the level of services, and to help prevent breaches of security, the law or contract terms.
25. Sentient take all reasonable steps to ensure that all Personal Data collected is processed lawfully and securely and only by its staff in the United Kingdom.
26. Other than with an entity within the group:

• – Sentient will never share Client’s personal data with any Third-Party business organisation that intends to use it for their own purposes, other than as required by law;
• – In order to fulfil the contract, Sentient may share your personal data with Third-Parties such as those who assist Sentient in providing the products and services and who perform technical operations, but only in the strictly limited circumstances such as:

Sentient authorised and approved HR / Health and Safety / Food Safety / Legal/solicitor Associates;

Barristers or external legal advisors in the provision of providing legal advice/representation;

Trainers (in delivering specialist training courses);

On-line Training Technical support

“Third-Party Data Processors” (service providers such as digital agencies, hosting providers, data storage providers and other technical partners) who help us administer the website, or process the data submitted to it, may have access to your data.

27. Sentient have security measures in place designed to prevent data loss, to preserve data integrity, and to regulate access to the data. Only authorised employees, and authorised employees of our Third-Party service providers’ processing data on our behalf, have access to Client personal data. All employees who have access to a Client’s personal data are required to adhere to the Company’s Privacy Notice and confidentiality obligations and all third-party service providers are requested by the Company to ensure that any of their employees who have access to your personal data maintain confidentiality. In addition, contracts are in place with such third-party service providers acting as data processors for the Company that have access to your personal data, to ensure that the level of security required in your jurisdiction is in place, and that your personal data is processed only as instructed by the Company.
28. In the event of a data breach, or suspected data breach, the Client should contact the Data Protection Officer immediately.
29. Sentient will retain your information only for as long as is necessary. Sentient will retain and use your information to the extent necessary to comply with our legal obligations (for example, if we are required to retain your information to comply with applicable tax/revenue laws), resolve disputes, and enforce agreements.
30. The Person who is the subject of the Personal Data has certain rights: these can be found at sentientuk.co.uk/privacy-policy

Complaints

31. In the event of any client experiencing any problem with the service provided by Sentient then contact should be made with Fiona McQuillan, the director responsible for service quality investigations: fiona.mcquillan@sentientuk.co.uk or telephone 03456 446 006.
32. If you feel that you have not received the service you expect from one of our solicitors you should raise that with us, as above.
33. If however you feel the service drops below the professional standards expected, you are also able to contact the SRA to raise concerns about the solicitor in question and they will investigate.
34. Details of this can be found on the SRA’s website. Alternatively, you can also contact the Legal Services Ombudsman to complain. Details of this is available on their website.