1. Definitions

a) "Diaplam" – means Diaplam Limited (4750234) whose registered office is at Unit 1 Cumbrian House, 217 Marsh Wall, London E14 9FJ.

b) "Company" – means the Company or the Company’s Appointed Representative who requests the services from Diaplam.

c) Company’s Appointed Representative – means the person or persons who has/have the authority to request the services on behalf of the Company from Diaplam.

d) "Services" – means the provision of general labour, skilled operatives and safety critical personnel to the construction and railway industries.

e) "Client" – means the Company’s client and their designated representatives.

f) "Diaplam Operatives" – means Diaplam general labour, skilled operatives and safety critical personnel.

g) "Contract Price" – means the price agreed between Diaplam and the Company for the supply of the requested Services.

h) "Payments" – means the payments made from the Company to Diaplam for the supply of the requested Services.

i) "Orders" – means the Purchase Orders issued by the Company to Diaplam for the supply of the requested Services.

j) "Order Acknowledgements" – means the form issued by Diaplam to the Company confirming the details of the Purchase Order and the Contract Price in accordance with these Terms & Conditions.

2. Agreement

a) These Terms & Conditions shall apply to all agreements for sale of services between Diaplam and the Company to the exclusion of all other Terms & Conditions including any Terms & Conditions that the Company may imply in the Order or any other similar documentation. Any Orders submitted by the Company to Diaplam shall be deemed to be an offer made by the Company to Diaplam in accordance with these Terms & Conditions. Any variation to these agreements including Terms & Conditions agreed between Diaplam and the Company shall not apply unless agreed in writing by the Company’s Appointed Representative.

3. Terms

a) Diaplam agrees to provide the Services to the Company in accordance with the Terms hereinafter set out.

b) The Services under these Terms & Conditions are requested by the Company and performed by Diaplam on demand. Unless otherwise agreed and confirmed in writing between the parties, a request for service will correspond to an individual contract between the Company and Diaplam for this service only.

c) No contract shall come into existence until the Company’s Order is received (either in writing or verbally) and accepted by the earliest of the following:

• Diaplam’s Order Acknowledgement
• commencement of the supply of Service; or
• Diaplam’s invoice

4. Orders

a) The Company shall be responsible for the accuracy of the terms of the Purchase Order submitted to Diaplam and for the supply of any necessary specifications and special instruction for the services required which will enable Diaplam to perform the contract.

b) Orders shall only be submitted by the Company’s Appointed Representative(s) unless outside normal working hours (Monday to Friday 09:00h – 17.00h). If an Order is submitted outside normal working hours by a designated person from the Company, this order shall be confirmed by the Company’s Appointed Representative on the following working day.

c) Subject to clause 4 (a), Diaplam will provide the Services to the Company in accordance with the specifications stated in the Purchase Order. Diaplam shall issue an Order Acknowledgement to the Company which will confirm the services required.

d) No Purchase Order shall be cancelled once approved by Diaplam with the relevant Order Acknowledgement unless in writing no later than 2 hours before the scheduled commencement time.

e) No Purchase Order will bind Diaplam unless and until a relevant Order Acknowledgement has been issued to the Company confirming the Order.

5. Contract Price

a) The Contract Price shall be the agreed price between Diaplam and the Company and shall be the price quoted in the Order Acknowledgement.

b) The Contract Price is subject to standard VAT rate on the date of the issue of the Order Acknowledgement and the Company is therefore obligated to cover the incurred VAT charge.

6. Payments

a) Diaplam will issue an invoice on a weekly basis detailing information about the services performed, the Contract Price and associated VAT and the Company shall pay the invoice within 30 (thirty) days of the issued date of the invoice (Due Date).

b) Any disputes which arise from the issue of an invoice shall be addressed to Diaplam within 14 (fourteen) days of the issued date of the invoice.

c) Subject to clause 6 (b) Diaplam will issue a revised invoice if necessary and the Company shall pay the revised invoice within 30 (thirty) days of the issued date of the new invoice (Due Date).

d) Subject to clause 6 (b) where the invoice does not need to be revised the Company shall pay the invoice within 30 (thirty) days of the issued date of the original invoice (Due Date).

e) Any requests for delays of payments shall be submitted by the Company to Diaplam no later than 20 (twenty) days of the issue of the invoice.

f) Subject to clause 6 (e) any requests for delays of payments are subject to acceptance. Diaplam reserves the right to refuse acceptance. If acceptance is approved, Diaplam will issue special instructions for payments which shall include a new Due Date of the invoice. If acceptance is refused, the Company shall pay the invoice within 30 (thirty) days of the issued date of the original invoice (Due Date).

g) If the Company fails to pay the invoice before its Due Date, Diaplam may without prejudice to any of the rights or remedies of the Company may:

• Terminate the agreement between the Company and Diaplam.
• Terminate the provision of services in future.
• Reserve the right to charge interest on overdue invoices at a daily rate of 2% (two) above the Royal Bank of Scotland Group base rate until payment is paid in full by the Company.

7. Company’s Undertakings

a) The Company shall:

• Fully co-operate with Diaplam to assure safe working environment and comply with Health, Safety, Quality and Environmental standards and LUL QUENSH Conditions (where relevant) throughout the performance of the services.
• Use its best endeavour to ensure that all information, records, documentation, PPE (except basic PPE), equipment, machinery or other materials are provided to Diaplam and assist with all it can for the safe performance of the requested services.
• Not in any circumstances employ or try to employ any of Diaplam employees or sub-contractors during their employment (engagement) with Diaplam or within 6 (six) months of their contract termination after leaving Diaplam.

8. Acceptance of Services (Complaint policy)

a) The Company shall be deemed to have accepted the performance of a service 24 (twenty-four) hours after its completion. After this acceptance point, the Company shall not be entitled to complain about the performance of the service.

b) In the case where a complaint is received before the acceptance point, Diaplam will investigate the complaint and produce written report to the Company within 14 (fourteen) days after the receipt of the complaint.

c) Subject to clause 8 (b) if an invoice is issued for the particular service while the investigation process is carried out, the Company shall still be entitled for the payment of the invoice within the Due Date. Where the payment of a service has already been paid and the outcome of the investigation confirms a non-conformance of services, Diaplam shall reimburse an amount equivalent to the Contract Price stated in the invoice for this particular service within 14 (fourteen) days of the Close-out date of the complaint.

9. Liability

a) Diaplam and the Company accept and acknowledge that this Agreement is entered into independently of any other agreements between Diaplam and the Company and it is not intended in any way to affect the respective rights and obligations of Diaplam and the Company under any such agreements.

b) Where the provision of the Services by Diaplam is reliant in part or in whole on information from or involvement of the Company, Diaplam shall be under no obligation to check the accuracy of such information supplied by the Company, and Diaplam shall not be liable for any deficiency in or failure to provide the Services caused or contributed by any inaccuracy or omission in such information or any defect or failure in the Company’s involvement.

c) The Company shall be responsible to keep Diaplam indemnified against all actions, claims, costs, losses, damages or expenses in respect of personal injuries, loss of life or damage to any person or property whatsoever whether caused by negligence or otherwise which may arise out of or in connection of the Company’s performance or non-performance of this Agreement or the presence of the Company, its employees agents or contractors on any construction or London Underground premises.

10. Insolvency of the Company

a) In the case of insolvency of the Company, Diaplam shall be immediately informed for the liquidation of the Company and the “next steps” which shall follow in such liquidation. b) In the case of insolvency of the

Company, Diaplam shall be entitled to cancel the Agreement or suspend any future provision of services without any liability to Diaplam.

c) If the provision of services has already been performed but the Contract Price has not been paid yet, the whole outstanding amount of the Contract Price shall become immediately due and payable notwithstanding any previous agreements or arrangements made between the parties.

11. Contracts (Rights of Third Parties) Act 1999

a) Any person who is not a party to this Contract shall not any benefit from or any rights under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

12. Confidentiality

a) The Company shall keep confidential and not to divulge to third party any information directly related to Diaplam and their Operatives without obtaining written confirmation from Diaplam to do so.

b) Subject to clause 12 (a) The Company may only provide such information without obtaining written confirmation from Diaplam if required by law or the requirements of any regulatory or other authority.

13. Jurisdiction

a) The construction, performance and validity of this Agreement will be governed by English law and the parties agreed to submit to the exclusive jurisdiction of the courts of England and Wales, provided that Diaplam has the right in its absolute discretion to enforce a judgement and/or take proceedings in any other jurisdiction in which the Company is incorporated or in which any assets of the Company may be situated.