Health and Safety competent person service - Terms and Conditions

What these terms cover. These are the terms and conditions on which we will supply specific outsourced/retained health and safety advisor services to you. Please note, we provide advisory services only and are not responsible for your compliance with health and safety requirements, which , remains with you at all times.
Why you should read them. Please read these terms carefully before you confirm your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please Contact us to discuss.

Information about us

Who we are. Evergreen Energy Ltd trading as Green Pro incorporated and registered in England and Wales with company number 07588438 whose registered office is at Evergreen House The Edge, Clowes Street, Manchester, England, M3 5NA (“we”, “us” or “Supplier”).

1. Interpretation

   The following definitions and rules of interpretation apply in these Conditions.

   1. Definitions

      Bespoke Deliverables: means the account registered to you under a Licence through which you and Users will be granted access to the GreenPro Portal and Courses under these terms.

      Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5 and as further detailed in the Order Form, as the case may be.

      Conditions: these terms and conditions as amended from time to time in accordance with clause 12.6

      Contract: the contract between GreenPro and the Client for the supply of Services in accordance with these Conditions.

      Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

      Client: the person or firm who purchases Services from us, (also referred to as “you”, “your” and “yours” applied accordingly.).

      Default: has the meaning set out in clause 5.2.

      Deliverables: the deliverables as may be detailed in the Order Form or otherwise created in performance of the Services, produced by GreenPro for the Client.

      Delivery Date: scheduled date for delivery of the Services as set out in the Order Form.

      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      Order Form: a separate binding document complementary to these Conditions detailing the Services, any Deliverables and their respective Charges, as the case may be, forming part of this agreement.

      Project Services: those specific project Services to be provided by GreenPro to the Client, other than Retained Services, as may be set out in an Order Form.

      Retained Services: the Services made available to the Client on an annual retained basis all as specified in the Order Form.

      Services: the services, including the Retained Services, Project Services, any additional Services, and the Deliverables, supplied by GreenPro to the Client as provided in these Conditions and further detailed in the Order Form.

      Start Date: the date the Services are agreed to commence, as specified in the Order Form.

      Supplier Materials: has the meaning set out in clause 5.1 (g).

   2. Interpretation

      1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes email.
      4. In the event of any inconsistency or conflict between the Order Form and these Conditions, these Conditions shall take priority.

2. Basis of contract

   1. GreenPro will prepare an Order Form for the provision of the Services to the Client, which will be shared electronically with the Client. The Order Form shall remain open for acceptance by the Client for a period of 30 days.
   2. The Order Form and these Conditions will be deemed accepted, and a binding Contract will have been formed, when the Client has electronically signed the Order Form (Order Effective Date) at which time GreenPro will send an invoice for the Charges due under clause 6 and a document entitled “Continuous Payment Authority Information.
   3. Any samples, drawings, descriptive matter or advertising issued by GreenPro, and any descriptions or illustrations contained in GreenPro's websites, marketing emails and communications and brochures (electronic and hard copy) are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
   4. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. Account registration

   1. On receipt of confirmation of payment of the Charges, GreenPro will send the Client a form in which it will ask the Client to set out certain information about the company that will be needed in order to provide the Services (‘Company Information Form’). Once the completed Company Information Form is returned to GreenPro, the Deliverables will be made available for the Client [via email/ on the [ xxxx] portal within a reasonable time period/ [] working days].
   2. At GreenPro’s discretion, access to and use of the Deliverables may be made available via a portal as made available for time to time. In this instance, access will be granted in accordance with GreenPro’s End User Licence Agreement (as made available in the portal) and the Client hereby agrees to those terms and any other user terms that are on the portal(s) from time to time.

4. Supply of Services

   1. GreenPro shall supply the Services to the Client in accordance with this clause 4, and as further detailed in the Order Form, in all material respects.
   2. GreenPro shall use all reasonable endeavours to meet any performance dates specified in the Order Form or otherwise as agreed between the Parties from time to time, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
   3. GreenPro reserves the right to amend the Order Form if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and GreenPro shall notify the Client in any such event.
   4. GreenPro warrants to the Client that the Services will be provided using reasonable care and skill.
   5. If the Client wishes to purchase additional services to those covered by a current Order Form and Contract, the Parties will either require a further Order Form, or will be agreed by means of a variation to the existing Order Form in accordance with clause 12.6 (Variation). Additional charges and/or expenses may apply and if so, shall be also set out in writing.
   6. Whilst GreenPro may allocate specific consultants and personnel to deliver the Services to the Client, including if stated in the Order Form, GreenPro reserves the right to change such nominated personal at its discretion at any time, providing such replacement personnel have comparable experience skills.
   7. GreenPro will deliver the Services in an online or remote format.
   8. GreenPro shall perform the Services in accordance with all applicable law and regulations in the United Kingdom and ensure its personnel hold such qualifications and certifications as may be required under the same, in order to advise on and perform the Services.

5. Client's obligations

   1. The Client shall:

      1. ensure that the terms of the Order Form and any information it provides in it are complete and accurate;
      2. co-operate with GreenPro in all matters relating to the Services;
      3. provide GreenPro with such information and materials as GreenPro may reasonably require to supply the Services;
      4. obtain and maintain all necessary licences, permissions and consents which may be required for the Client to receive the Services before the date on which the Services are to start;
      5. keep all materials, equipment, documents and other property of GreenPro (Supplier Materials) at the Client's premises in safe custody at its own risk, maintain GreenPro Materials in good condition until returned to GreenPro, and not dispose of, share outside of its business or use GreenPro Materials other than in accordance with GreenPro's written instructions or authorisation;
      6. pay the Charges in accordance with these Conditions; and
      7. comply with any additional obligations as set out in the Order Form.

   2. If GreenPro's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

      1. without limiting or affecting any other right or remedy available to it, GreenPro shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays GreenPro's performance of any of its obligations; and
      2. GreenPro shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from GreenPro's failure or delay to perform any of its obligations as set out in this clause 5.2.

6. Charges and payment

   1. In consideration of the provision of the Services by GreenPro, the Client shall pay the Charges, as set out in the respective Order Form.
   2. The Charges for the Retained Services shall be on an annual basis, payable in advance, as further specified in the Order Form. For Project Services, payment shall be as specified in the Order Form, or if not specified, shall be payable monthly in arrears. For additional services not covered by an Order Form. the Charges will apply at GreenPro’s then current rates.
   3. For Retained Services, any services performed or time spent outside the scope of the Order Form will be payable by the Client in addition to Retained Services’ Charges and calculated by reference to GreenPro’s then current rates. For any part days of Services performed, the fee rate will be calculated pro rata if no hourly rate is detailed.
   4. GreenPro shall include and charge for preparation and follow up time, as well as telephone, email and remote support and advice, as part of the Services.
   5. Wherever applicable and approved in advance by the Client, GreenPro shall be entitled to charge the Client for any expenses reasonably incurred in the provision of the Services, including for any cost of services provided by third parties and required by GreenPro for the performance of the Services, and for the cost of any materials.
   6. GreenPro reserves the right to increase the Charges for Retained Services:
      1. To reflect any increase in costs to GreenPro arising from changes in applicable law, national minimum wage and/or national insurance changes; and
      2. once per calendar year in line with the percentage increase in the Retail Prices Index in the preceding 3-month (as determined by the Office for National Statistics) period and the first such increase shall take effect on providing notice to you.
   7. All invoices will be due and payable within 30 days of the date of invoice.
   8. The Client shall pay GreenPro the Charges:
      1. For Retained Services, by continuous payment authority using Stripe or BACS, to be set up to be paid in advance of each Renewal Period, unless otherwise agreed in the Order Form;
      2. For all other Services on presentation of an invoice; and
      3. in full and in cleared funds to a bank account nominated in writing by GreenPro.
   9. Time for payment shall be of the essence of the Contract.
   10. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) or other sales tax, which shall be payable by the Client in addition to the Charges if specified in the invoice and applicable to services delivered into the Client’s territory.
   11. If the Client fails to make a payment due to GreenPro under the Contract by the due date, then, without limiting GreenPro's remedies under clause 10 (Termination), the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 6.11 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   12. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Our rights to make changes

   1. Minor changes to the Licence or Products. We may change the Licence and/or Products:
      1. to reflect changes in relevant laws and regulatory requirements;
      2. by changing the timing and/or duration of the Content;
      3. by changing the personnel involved in or responsible for the Content;
      4. by changing, adding, amending, removing and/or otherwise determining the Content;
      5. to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect your use of the Licence or digital content.
   2. More significant changes to the Courses and these terms. In addition, we may make the following changes to these terms or the Products, but if we do so we will notify you and you may then contact us to end the Course Term before the changes take effect and receive a refund for any Licence or Course Term paid for but not received:
      1. Changes to the Course Fee other than as permitted under clause 13.3; or
      2. Changes to the overall purpose and scope of the GreenPro Portal and/or the Courses and which materially impacts any current Licences already purchased.
   3. Upgrades, updates and new versions. We may update, upgrade and/or create new versions of the Products at our discretion and each update, upgrade or new version will be considered to constitute the Products for the purposes of these terms and your Licence.
   4. Updates to digital content. We may update and/or provide new Content, from time to time in order to provide you with new or functioning Content, provided that the digital content shall always be relevant for the Licence purchased.

8. Intellectual property rights

   1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by GreenPro.
   2. GreenPro grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use and copy the Deliverables and access shared content on the portals, for the purpose of receiving and using the Services and the Deliverables for its internal business purpose.
   3. The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2 and this licence shall end on termination or expiry of this agreement.
   4. Ownership of all Intellectual Property Rights in the Bespoke Deliverables shall vest in the Client upon creation and GreenPro hereby assigns all such Intellectual Property Rights to the Client, and if they are not capable of future assignment GreenPro shall hold such Intellectual Property Rights on trust for the Client. GreenPro shall also execute (and procure that its employees and contractors execute) any documentation necessary to formally assign all legal and beneficial ownership of all Bespoke Deliverables to the Client.
   5. The Client grants GreenPro a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to GreenPro for the term of the Contract for the purpose of providing the Services to the Client.

9. Data protection

   1. For the purposes of this clause, Data Protection Legislation includes all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
   2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and GreenPro is the processor
   3. Schedule 1 to this agreement sets out the scope, nature and purpose of the processing by GreenPro, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation (Personal Data)) and categories of data subject.

   4. GreenPro shall, in relation to any Personal Data processed:

      1. process that Personal Data only on the Client’s written instructions;
      2. keep the Personal Data confidential;
      3. comply with the Client’s reasonable instructions with respect to processing Personal Data;
      4. not transfer any Personal Data outside of the UK;
      5. assist the Client in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to the Client’s or GreenPro’s compliance with the Data Protection Legislation;
      7. at the Client’s written request, delete or return Personal Data (and any copies of the same) to the Client on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and
      8. maintain complete and accurate records and information to demonstrate compliance with this clause 7.

   5. GreenPro shall ensure that it has in place appropriate technical or organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

      1. pseudonymising and encrypting Personal Data;
      2. ensuring confidentiality, integrity, availability and resilience of its systems and services, including ensuring appropriate anti-virus is installed;
      3. ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
      4. regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

10. Limitation of liability and insurance

    1. References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    2. Nothing in this clause 9 shall limit the Client's payment obligations under the Contract.

    3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation; and
       3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    4. Subject to clause 9.3, (Liabilities which cannot legally be limited) and clause 9.6 (no responsibility for health and safety compliance) , GreenPro's total liability to the Client for all loss or damage under a Contract shall not exceed the 150% of the Charges payable for the Services (whether invoiced or not) under the Agreement during the 12 months immediately preceding the date on which the claim arose.

    5. Subject to clause 9.2 (No limitation of Client's payment obligations) and clause 9.3 (Liabilities which cannot legally be limited), this clause 9.5 sets out the types of loss that are wholly excluded:

       1. loss of profits.
       2. loss of sales or business.
       3. loss of agreements or contracts.
       4. loss of anticipated savings.
       5. loss of use or corruption of software, data or information.
       6. loss of or damage to goodwill; and
       7. indirect or consequential loss.
    6. GreenPro only provide advisory services and resources to assist the Client in complying with applicable legislation and regulations, including in respect of health and safety. GreePro does not provide any warranty or guarantee as to the Client’s subsequent compliance with such law or regulations, the responsibility of which will always remain with the Client. Therefore the Client will retain ownership of, and remain responsible for, the implementation and management of health and safety within its workplace(s).
    7. This clause 9 shall survive termination of the Contract

11. Duration and Termination

    1. The Retained Services will start on the Start Date for an initial period stated in the Order Form, which will then automatically renew for successive periods of 12 months each (Renewal Period), unless terminated in accordance with these Conditions. GreenPro will provide the Client with 30 days’ written notice of the upcoming Renewal Period each year and unless the Client responds by the end of that notice period to cancel the agreement, the Retained Services will automatically renew for another Renewal Period, subject to our Cancellation and Refund Policy.
    2. Project Services will start on the Start and continue for the duration specified in the Order Form or until completion. Project Services may only be terminated for convenience if provided for in the Order Form.
    3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; or
       2. the other party goes into liquidation, becomes bankrupt, has a Receiver appointed, makes a composition or Voluntary Arrangement with its creditors or enters Administration, or a Moratorium comes into force in respect of the other, suspends, or threatens to suspend, payment of their debts or is unable to pay their debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986.
    4. Without affecting any other right or remedy available to it, GreenPro may terminate the Contract with immediate effect by giving written notice to the Client if:
       1. the Client fails to pay any amount due under the Contract on the due date for payment and fails to then make payment within 14 days of being requested to do so; or
       2. there is a change of control of the Client.
    5. Without affecting any other right or remedy available to it, GreenPro may suspend the supply of Services under the Contract or any other contract between the Client and GreenPro if:
       1. the Client fails to pay any amount due under the Contract on the due date for payment;
       2. the Client becomes subject to any of the events listed in clause 9.2 (b) or GreenPro reasonably believes that the Client is about to become subject to any of them.

12. Consequences of termination

    1. On termination or expiry of the Contract:
       1. the Client shall immediately pay to GreenPro all of GreenPro's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, GreenPro shall submit an invoice, which shall be payable by the Client immediately on receipt;
       2. the Client shall return all of GreenPro Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then GreenPro may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
       3. GreenPro shall provide any Bespoke Deliverables in its possession to the Client, providing they have been paid for.
    2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13. General

    1. Protection of business interests.
       1. The Client shall not, without the prior written consent of GreenPro, at any time during the term of the Contract and for 12 months thereafter, for any reason:
          1. solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee, worker, self-employed, limited liability contractor, consultant, or otherwise of GreenPro who has been involved in delivery of the Services whether directly or indirectly; or
          2. solicit or engage any subcontractor or supplier of GreenPro who was involved directly or indirectly in delivery of the Services, with the intention of engaging in relation to the Services or any other activity, service, goods, sale, acquisition, arrangement or otherwise which is similar to the Services.
       2. If the Client breaches the restrictions contained in clause 12.1, the Client shall pay to GreenPro liquidated damages equal to (i) if engaged as an employee 25% of the annual remuneration of said employee, or of an equivalent market rate of the Client refuses to divulge information; or (ii) if contracted as supplier either directly or through a company or other organisation, the Charges paid by GreenPro to the relevant supplier/contractor, or contractor’s company/organisation, in the 12 months immediately preceding the event giving rise to the breach. The parties confirm that the liquidated damages in this clause are reasonable and proportionate to protect GreenPro’s legitimate interests in protecting its client relationships, supplier relationships, business interests and Service.
    2. Force majeure.
       1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, strikes, lock outs, accidents, pandemics, epidemics, notifiable diseases, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services. If such force majeure event continues for a period of 1 month or more, the unaffected party may terminate the contract immediately by written notice.
       2. If GreenPro is the affected Party, a reasonable extension of its obligations shall be given provided that Supplier has notified the Client as soon as reasonably possible of the nature and extent of such events after becoming aware that such event would affect it. Unless otherwise agreed between the Parties, a force majeure event will not be enough reason for delayed payments of Services which have already been performed.
    3. Assignment and other dealings.
       1. GreenPro may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
       2. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
    4. Confidentiality.
       1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 12.4(b).
       2. Each party may disclose the other party's confidential information:
          1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.4; and
          2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
    5. Entire agreement
       1. The Contract and any Order Form, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
       2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
       3. Nothing in this clause shall limit or exclude any liability for fraud.
    6. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and agreed between the parties (or their authorised representative).
    7. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    8. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    9. Notices.
       1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email. Notices to GreenPro under this contract shall be sent to [email protected]. Notices to the Client under this contract shall be sent to the email set out in the Order Form, or such other email for communication as informed by the client to GreenPro from time to time. Notices sent by 5pm on a working day shall be deemed received on the same date.
       2. This clause 12.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    10. Third party rights.
        1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
        2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    11. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
    12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. -->

Schedule 1 - PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Part 1 - PROCESSING BY GREENPRO

1. SCOPE
   As part of providing the Service, GreenPro will be required to process Personal Data on behalf of the Client.
2. NATURE
   Processing of Personal Data required in order to provide the Services.
3. PURPOSE OF PROCESSING
   For the purposes of providing health and safety advisory services in accordance with the Proposal
4. DURATION OF THE PROCESSING
   The term of this agreement and any post-completion processes.

Part 2 - TYPES OF PERSONAL DATA

• Contact
• Identity
• Employee profile information

Part 3 - CATEGORIES OF DATA SUBJECT

• Client employees
• Employee training records
• Particular health and safety events