These Terms of Business (“Terms”) govern all engagements, contracts and services provided by NRC Leisure Ltd(“NRC”, “we”, “our”) to its clients (“Client”, “you”, “your”). By instructing NRC to provide HR, labour support, business consultancy, or commodities trading services, you agree to be bound by these Terms.
1. Definitions
- “Services” means all work provided by NRC, including HR support, labour resourcing, consultancy, and ferrous metals commodities trading.
- “Contract” refers to any formal or informal agreement between NRC and the Client for the provision of Services.
- “Personnel” means NRC employees, subcontractors, agents, or consultants involved in delivering Services.
2. Scope of Services
2.1 NRC shall provide Services as agreed with the Client, confirmed via written or email instruction.
2.2 Any variations or additional work must be agreed in writing.
2.3 NRC may subcontract elements of Services but remains responsible for quality and timely delivery.
2.4 Advisory or support services do not constitute legal, financial, or professional advice unless explicitly stated.
3. Engagement and Acceptance
3.1 Engagement occurs when a purchase order, instruction, or quotation is accepted by the Client.
3.2 NRC reserves the right to accept or decline any engagement at its discretion.
3.3 These Terms take precedence over any conflicting Client terms unless agreed in writing.
4. Payment Terms
4.1 Unless otherwise stated, invoices are payable within 30 days of issue.
4.2 NRC may suspend Services for late or non-payment.
4.3 All fees are exclusive of VAT.
4.4 Disputed invoices must be notified within 7 days; undisputed portions remain payable.
5. Liability and Indemnity
5.1 NRC delivers Services with reasonable skill and care consistent with industry standards.
5.2 NRC excludes liability for indirect, consequential, or economic losses.
5.3 Clients shall indemnify NRC against claims arising from unsafe Sites, misuse, incorrect instructions, or breaches of law.
5.4 NRC’s total liability is limited to the fees paid for the relevant Services.
6. HR Services
6.1 NRC provides workforce management, recruitment and labour support based on client-provided information.
6.2 NRC does not employ liability for employment disputes, statutory obligations, or internal management decisions made by the Client.
6.3 All HR advice and staffing services are delivered in accordance with UK employment law and best practice guidance.
7. Commodities Trading Services
7.1 NRC acts as a facilitator for sourcing, purchasing, and selling ferrous metals.
7.2 NRC shall provide market guidance and transactional support but does not guarantee market prices or supply availability.
7.3 All trading is subject to prevailing law, market conditions, and supplier terms.
8. Confidentiality
8.1 Both parties must treat all shared information as confidential.
8.2 NRC may disclose information only to Personnel, subcontractors, or authorities as legally required.
8.3 Confidentiality obligations survive the termination of the Contract.
9. Termination
9.1 Either party may terminate with written notice for material breach.
9.2 NRC may suspend Services immediately for non-payment or unsafe conditions.
9.3 Termination does not affect accrued rights, fees, or confidentiality obligations.
10. Governing Law
These Terms are governed by the laws of England and Wales. Disputes fall under the exclusive jurisdiction of the courts of England and Wales.
11. General Provisions
- No waiver of any provision constitutes a waiver of future obligations.
- If a term is unenforceable, the remainder of the Terms remain valid.
- These Terms represent the full agreement between NRC and the Client regarding the Services.