General Terms & Conditions

Business to Business Only

Important notice

These Terms and Conditions apply only to contracts entered into in the course of business between Office Test Ltd and business clients. Office Test Ltd does not contract with consumers. By accepting these Terms, the Client confirms that it is acting wholly for the purposes of its trade, business, craft or profession and not as a consumer. The Consumer Rights Act 2015 does not apply.

1        Interpretation and contractual framework

1.1        These General Terms and Conditions together with the Project Plan constitute the entire agreement between Office Test Ltd (“OT”) and the Client (“the Agreement”).

1.2        1.2. These Terms and Conditions supersede and take precedence over any other terms or conditions proposed or referred to by the Client unless expressly agreed in writing by a director of OT.

1.3        1.3. In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:

“Agreement” means these General Terms and Conditions together with the Project Plan as accepted by the Client;

“Client” means the company or other business entity which accepts the Project Plan;

 “Project Plan” means the written document issued and authorised by OT setting out the scope of the Services and the Price and incorporating these Terms and Conditions;

 “Services” means the testing, inspection, certification, reporting and any associated services to be supplied by OT as specified in the Project Plan;

 “Price” means the charges payable for the Services as set out in the Project Plan; and

 “Intellectual Property Rights” means all intellectual property rights of any nature whatsoever whether registered or unregistered including copyright, database rights, design rights, patents, trademarks, trade names, know how and confidential information.

1.4        A reference to any statute or statutory provision is a reference to it as amended, extended or re enacted from time to time and includes any subordinate legislation made under it.

2        Scope of Services

2.1        Any statements relating to costs or delivery times made prior to the issue of the Project Plan are estimates only and do not form part of the Agreement.

2.2        The Client shall ensure the accuracy and completeness of all information supplied to OT and shall provide all information reasonably required to enable OT to supply the Services.

2.3        The Client shall prepare its premises for the supply of the Services and shall provide OT, its employees and contractors with safe and unrestricted access together with such office accommodation and facilities as are reasonably required.

2.4        The Client shall provide all applicable health and safety rules, site regulations and security requirements in advance.

2.5        The Client shall obtain and maintain all licences, permissions and consents required for OT to supply the Services.

2.6        Any variation to the Services must be agreed in writing and signed by a director of OT.

3        Price and payment

3.1        The Price shall be as stated in the Project Plan and shall not be varied without prior written agreement.

3.2        All Prices are exclusive of VAT which shall be payable at the applicable rate.

3.3        Invoices are payable within 30 days of the invoice date unless otherwise stated in the Project Plan.

3.4        Where the Price is less than £250, payment is due on the day of supply. OT may withhold reports and certificates until payment is received save where the withholding of such documents would be unlawful.

3.5        OT may suspend the Services if payment is overdue without liability to the Client.

3.6        Additional costs arising from delay or obstruction caused by the Client shall be chargeable at OT’s prevailing hourly rates.

3.7        Additional reports or duplicate certificates requested by the Client shall be chargeable.

3.8        Late payment shall accrue interest at 8 percent per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts Regulations.

4        Liability and indemnity

4.1        Nothing in the Agreement shall limit or exclude liability for:

4.1.1       Death or personal injury caused by negligence;

4.1.2       Fraud or fraudulent misrepresentation; and

4.1.3       Any liability which cannot be excluded by law.

4.2        Subject to clause 4.1, OT’s total aggregate liability arising out of or in connection with the Agreement whether in contract, tort, breach of statutory duty or otherwise shall be limited to the greater of:

4.2.1       The total Price paid or payable under the relevant Project Plan; or

4.2.2       The level of OT’s professional indemnity insurance in force at the time of the claim.

4.3        OT shall not be liable for:

4.3.1       Loss of profit;

4.3.2       Loss of business or contracts;

4.3.3       Loss of data;

4.3.4       Loss of reputation or goodwill; and

4.3.5       Any indirect or consequential loss.

4.4        The Client shall indemnify OT against all losses, liabilities, costs and expenses arising from:

4.4.1       Any breach of the Agreement by the Client;

4.4.2       Any inaccuracy in information supplied by the Client; and

4.4.3       Any unsafe conditions at the Client’s premises.

4.5        The Client shall notify OT promptly of any alleged defect or breach and shall not rely on any claim unless notified within 12 months of the relevant Services.

4.6        4.6. OT warrants that it maintains professional indemnity insurance and public liability insurance appropriate to the nature of the Services.

5        Intellectual property and reporting rights

5.1        All Intellectual Property Rights in OT’s methodologies, templates, systems, software and know how shall remain vested in OT.

5.2        The Client shall own all site specific reports, certificates and compliance documents produced specifically for the Client.

5.3        OT grants the Client a perpetual non exclusive licence to use such documents for its internal compliance and regulatory purposes.

5.4        The Client shall not copy, distribute or commercially exploit OT’s templates or systems without OT’s written consent.

6        Confidentiality

6.1        Each party shall keep confidential all information of a confidential nature obtained under the Agreement.

6.2        Confidential information may only be disclosed to employees, agents and professional advisers who have a strict need to know and are bound by equivalent confidentiality obligations.

6.3        These obligations shall not apply to information which:

6.3.1       Is already in the public domain;

6.3.2       Is lawfully received from a third party;

6.3.3       Is independently developed; and

6.3.4       Is required to be disclosed by law or regulation.

7        Data protection

7.1        Each party shall comply with all applicable UK data protection legislation including the UK GDPR and Data Protection Act 2018.

7.2        OT shall process personal data solely for the purposes of supplying the Services, billing and regulatory compliance.

7.3        The Client warrants that it has a lawful basis for providing any personal data to OT.

7.4        OT shall implement appropriate technical and organisational measures to protect personal data.

7.5        Personal data shall not be transferred outside the United Kingdom without appropriate safeguards.

8        Cancellation and termination

8.1        Either party may terminate the Agreement on written notice if the other commits a material breach which is not remedied within 14 days.

8.2        OT may terminate immediately if the Client becomes insolvent, enters administration, liquidation or any analogous process.

8.3        Cancellation fees represent a genuine pre estimate of OT’s losses:

8.3.1       50 percent of estimated fees for cancellations within 7 days of the planned service date;

8.3.2       100 percent of estimated fees for cancellations on the day of service.

8.4        Cancellation of consultancy work during a fixed term engagement shall result in payment of all outstanding fees for the remainder of the agreed term.

8.5        Upon termination, all sums due shall become immediately payable.

9        Force majeure

9.1        Neither party shall be liable for failure or delay caused by events beyond its reasonable control.

9.2        9.2. If a force majeure event continues for more than 30 days, either party may terminate without liability.

10      Retention of title

10.1     Title to any goods supplied shall not pass until payment in full is received.

10.2     Risk shall pass on delivery.

10.3     The Client shall insure such goods until title passes.

11      Subcontracting

11.1     OT may subcontract any part of the Services provided that confidentiality and data protection obligations are maintained.

12      Non assignment

12.1     The Client shall not assign or transfer the Agreement without OT’s prior written consent.

13      Severance

13.1     If any provision is held invalid, the remaining provisions shall remain in full force.

14      Waiver

14.1     No failure by OT to enforce any provision shall constitute a waiver of any rights.

15      Third party rights

15.1     No person other than the parties shall have any rights under the Contracts (Rights of Third Parties) Act 1999.

16      Governing law and jurisdiction

16.1     The Agreement shall be governed by and construed in accordance with English law.

16.2     The courts of England and Wales shall have exclusive jurisdiction.