Specialised Technology Resources (UK) Limited (“STR”) will provide the Services (as defined below) on the following Conditions. These Conditions cannot be varied unless agreed in writing by a Director of STR.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following words shall have the following meanings:
“Approval” means our verification that a Test Item is compliant with the Standards.
“Additional Charges” means any out of pocket expenses that we incur on your behalf in the course of providing the Services including but not limited to travel and transportation expenses, the cost of any components, tools or materials or any special equipment.
“Charges” means our charges for providing the Services.
“Confidential Information” means any confidential or business-sensitive information belonging to either party including but not limited to information relating to either party’s business, business methods, products or services or any technical information relating to any Test Item or any other information designated as confidential by the disclosing party or which the receiving party ought reasonably to realise is of a confidential nature.
“Test Item” means any article(s) except Excluded Goods in respect of which you instruct us to provide the Services by placing an Order.
“Documentation” means any documents that you supply to us with the Test Item including without limitation technical drawings, plans or specifications relating to any Test Item.
“Excluded Goods” means any Test Item, which is radioactive, obscene, dangerous (as distinct from unsafe) or illegal.
“Order” means your request for us to provide the Services, which you place by either completing an Order Form or otherwise communicating your request to us [in writing].
“Order Form” means our then current Order Form.
“Services” means the testing services that you have asked us to perform on any Test Item to ascertain whether or not a Test Item complies with the Standards.
“Standards” means such guidelines, standards or regulations as you require us to test the Test Item against as part of the Services, as notified by you in the Order.
“Us” “we” “our” means Specialised Technology Resources (UK) Limited.
“You”, “your” means the person, firm or company who places an Order with us.
1.2 Headings used in these Conditions are for convenience only and shall not affect their interpretation.
2. THE SERVICES
2.1 We will not be obliged to accept any Order and we may refuse to provide the Services without giving any reason.
2.2 We will not accept Excluded Goods.
2.3 We will perform the Services with reasonable skill and care.
2.4 Where a Test Item comprises a sample, our Approval of that sample shall not imply Approval of the bulk of that or any other quantity of the goods of which the sample is an example.
2.5 You agree that Approval is not conclusive evidence of the safety, resilience or reliability of any Test Item. You accept that we shall have no liability for any Test Item which is not safe, resilient, reliable or in conformity with any criteria that is independent of the Standards.
3. CHARGES
3.1 Our Charges are based on the time spent performing the Services. We will not give you an estimate of our Charges unless you specifically ask us to do so. We reserve our right to revise any estimate given to you at any time.
3.2 Unless expressed otherwise, the Charges shall exclude VAT at the prevailing rate.
3.3 You agree to pay us the Charges and any Additional Charges within 30 days of the date of our invoice without deduction or set off. If you fail to pay the Charges in full in accordance with clause 3.2, we will charge interest on the outstanding balance at a monthly compounded rate until the Charges are paid in full as well as after as before judgment.
3.4 We reserve the right to increase the Charges or to charge you an amount equivalent to any additional insurance premiums that we are obliged to pay owing to the nature of the Test Item at any time on notice.
3.5 We reserve the right to ask you to pay the Charges and any sums due under clause 3.3 above in advance of our commencing the Services.
4. YOUR OBLIGATIONS
4.1 You will furnish us with such information as we may require in relation to any Test Item in order to enable us to provide the Services.
5. CANCELLATION
5.1 You may cancel your Order at any time by giving us written notice. However, we reserve the right to charge you such proportion of the Charges as we can attribute to the proportion of the Services that we have carried out at the time you cancel in addition to our published administration charge from time to time.
6. TITLE
6.1 Title in any Test Item and any accompanying Documentation will pass to us on the Delivery Date, unless you have notified us in writing at the outset that title in any Test Item will not pass to us. We will not be obliged to return the Test Item nor any Documentation to you at any time, even if you cancel an Order.
6.2 Any Test Item received without appropriate Order will be disposed of after 3 months
7. CONFIDENTIALITY
7.1 Subject to clauses 7.2 below, you and we agree that in the course of our providing the Services, we may disclose to each other certain Confidential Information. You and we agree that we will maintain the Confidential Information’s confidentiality and not disclose it to any third party without the other party’s prior written consent.
7.2 The obligation set out in 7.1 will not apply to Confidential Information that we have duty (whether legal or otherwise) to disclose or that is in the public domain or in the receiving party’s possession through no fault of the receiving party.
8. INTELLECTUAL PROPERTY
8.1 We will not acquire Intellectual Property Rights in any Test Item. Equally, you will not acquire, nor will you register or attempt or permit to be registered any Intellectual Property Rights in any methods, tools or equipment that we use to provide the Services.
9. NON-SOLICITATION
9.1 You agree that you will not for a period of [5 years] after completion of the Services solicit or induce any of our officers, employees, agents, contractors involved in the provision of Services to terminate their employment or engagement with us without our prior written consent.
10. LIMITATION OF LIABILITY
10.1 We will not be liable for any loss of profit, loss of contract, loss of goodwill or anticipated savings or any other type of special, indirect or consequential loss (including loss or damage you suffer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had advised you of the possibility of your incurring the same.
10.2 Subject to the above provisions, we will not be liable for any loss or damage to any Test Item and our entire liability to you for any direct loss or damage that you may suffer as a result of our being in breach of the Conditions or otherwise in tort will be limited to an amount equivalent to the Charges and any Additional Charges paid or payable by you in respect of the particular Test Item giving rise to a claim.
10.3 In any event and without prejudice to clauses 10.1 and 10.2 above, our entire aggregate liability to you shall not exceed the greater of £5,000 or the Charges payable in respect of the Test Item giving rise to the claim.
11. SURVIVAL OF PROVISIONS
11.1 Clauses 7, 8, 9 and 10 shall survive beyond the date we complete performance of the Services.
12. FORCE MAJEURE
12.1 We will not be liable for any loss or damage arising out of our failure to perform the Services due to an act beyond our reasonable control.
13. E-MAIL COMMUNICATION
13.1 We are happy to communicate with you by e-mail but we will not do so if you let us know (in writing) that you do not want us to do so. The Internet is not a secure medium of communication and others can intercept without our knowledge confidential or sensitive communications sent over it. If you accept us communicating with you by e-mail, you will have no claims against us for any loss you suffer through the interception and/or loss of confidentiality of the contents or the non-receipt or late receipt of any message. We may decide not to use e-mail if we consider another form of communication more appropriate.
14. DATA PROTECTION
14.1 In the course of providing the Services we may acquire personal information about you including but not limited to details of your name, address, and contact details. You agree that we may use this personal information for internal purposes such as marketing and may share this personal information with any company which controls us or is in our control or common control.
15. GENERAL
15.1 These Conditions constitute the entire agreement between the parties in respect of the Services and supersede any earlier arrangements, understandings, promises or agreements made between the parties in respect of the Services.
15.2 You acknowledge that in instructing us to provide the Services, you do not do so on the basis of any representation, warranty or any provision not expressly contained within these Conditions.
15.3 Any failure by us to enforce a breach of the Conditions by you shall not be deemed to be a waiver of any subsequent breach of these Conditions that you may make.
15.4 If at any time any one or more of these Conditions are held to be unenforceable, illegal or otherwise invalid in any respect, such enforceability, illegality or invalidity shall not affect the remaining Conditions, which shall continue in full force and effect.
15.5 English law shall exclusively govern these Conditions and you and we agree to submit exclusively to the jurisdiction of the English courts.
15.6 You and we agree that no third party shall be afforded any rights under these Conditions.