General Terms & Conditions

PAT-iT Ltd provides Portable Appliance Testing and Inspection Services to business clients.  PAT-iT Ltd are experts in the field of PAT testing.  These General Terms and Conditions of Business shall apply to the provision of services by PAT-iT Ltd to its clients.

1.  Definitions

1.1  Scope: This document defines the general terms (and provides additional explanation to clarify and amplify those terms) that shall apply to all agreements involving PAT-iT Ltd. These clauses are incorporated into and form an integral part of your contract.

1.2  The parties: Compliance Suite 15, Mayden House, Long Bennington Business Park, Long Bennington, Newark, Nottinghamshire, NG23 5JR (hereinafter known as ‘PAT-iT Ltd’) and the Client: ‘the Client’ is the party with whom a contract of supply exists. 

2.     Provision of the Services

2.1   With effect from the Commencement Date, PAT-iT Ltd will, throughout the Term of the Agreement, provide the Services to the Client.

2.2   PAT-iT will provide the Services with reasonable skill and care, commensurate with prevailing standards in the Portable Appliance Testing and Inspection Services sector in the United Kingdom.

2.3   PAT-iT shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.

2.4   PAT-iT shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5   PAT-iT shall use all reasonable endeavors to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.

3.      Client’s Obligations

3.1   The Client shall use all reasonable endeavors to provide all pertinent information to PAT-iT that is necessary for the provision of Services.

3.2   The Client may, from time to time, issue reasonable instructions to PAT-iT Ltd in relation to the provision of Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement. 

3.3   In the event that the PAT-iT Ltd requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner. 

3.4   If any consents, licenses or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services.

3.5   If the nature of the Services requires that PAT-iT Ltd has access to the Client’s home or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that PAT-iT Ltd has access to the same at the times to be agreed between PAT-iT Ltd and the Client as required.

3.6   Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 4 of the Agreement shall not be the responsibility or fault of PAT-iT Ltd. PAT-iT Ltd will charge the client for missed appointments or delayed appointments.

4.      Fees, Payment and Records

4.1   The Client shall pay the Fees to PAT-iT Ltd in accordance with the provisions of the Agreement.

4.2   PAT-iT Ltd shall invoice the Client for Fees due in accordance with the provisions of the Agreement.

4.3   All payments required to be paid in line with the Agreement by either Party shall be made within 14 Business Days of receipt by that Party’s relevant invoice.

4.4   All payments required to be paid in line with the Agreement by either Party shall be made in GBP to the Party’s nominated bank without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

4.5   Where any payment is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

4.6   Any sums which remain unpaid following the expiry of the period set out in the Agreement shall incur interest on a daily basis at 8.7% above the base rate of the Bank of England until payment is made in full of any such outstanding sums.

4.7   Each Party shall:

4.7.1     keep or procure such records and books of account as are necessary to enable the amount of any sums payable in line with the Agreement to be accurately calculated.

4.7.2     at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them; and

4.7.3     within 10 working days after the end of each quarter, obtain at its own expense and supply to the other Party an auditors’ certificate as to the accuracy of the sums paid by that Party in line with the Agreement during that period.

5.           Liability, Indemnity and Insurance

5.1         PAT-iT Ltd shall ensure that it has in place at all times suitable and valid insurance that includes public liability insurance.

5.2         In the event that PAT-iT Ltd fails to perform the Services with reasonable care and skill it will carry out any and all necessary remedial action at no additional cost to the Client.

5.3         In the event the Client fails to follow PAT-iT Ltd professional advice in accordance with the In-Service Inspection and Testing of Electrical Equipment Code of Practice (5^th Edition) BS50699 and other British Standards, PAT-iT Ltd shall not be liable for any loss or damage caused by this.

5.4         PAT-iT Ltd total liability for any loss or damage caused as a result of its negligence or breach of the Agreement will be limited to the sum defined in PAT-iT Ltd Public Liability and Professional Liability Insurance.

5.5         PAT-iT Ltd shall not be liable for any loss or damage caused by a sub-contractor working for or on behalf of PAT-iT Ltd. The sub-contractor shall be covered for any loss or damage by their own Public Liability and Professional Indemnity Insurance.

5.6         PAT-iT shall not be liable for any loss or damage suffered by the Client that results from the Client’s or sub-contractor’s failure to follow any instructions given by PAT-iT Ltd.

5.7         Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude PAT-iT Ltd liability for death or personal injury.

5.8         Subject to sub-Clause 5.3 of the Agreement PAT-iT Ltd shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of PAT-iT Ltd breach of the Agreement.

5.9         The Client shall indemnify PAT-iT Ltd against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by PAT-iT Ltd) caused by the Client or its agents or employees.

5.10      Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6.           Confidentiality

6.1         Each Party undertakes that it shall at all times during the continuance of the Agreement and for 7 years after its termination:

6.1.1     keep confidential all Confidential Information.

6.1.2     not disclose any Confidential Information to any other party.

6.1.3     not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement.

6.1.4     not make any copies of record in any way or part with possession of any Confidential Information; and

6.1.5     ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the Agreement.

6.2         Either Party may:

6.2.1     only disclose Confidential Information to:

6.2.1.1 any sub-contractor or supplier of that Party.

6.2.1.2 any governmental or other authority or regulatory body

if it is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law.  In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and to use it only for the purposes for which the disclosure is made; and

6.2.2     use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it becomes public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

6.2.3     PAT-iT Ltd shall not be liable for the loss of the Client’s data, digital or other Confidential Information caused by the sub-contractor.

6.3         The provisions of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

7.           Force Majeure

7.1         No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. 

7.2         In the event that a Party to the Agreement cannot perform their obligations for whatever reason as a result of force majeure, the other Party may at its discretion terminate the Agreement by written notice.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.

8.           Term and Termination

8.1         The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date.

8.2         Either Party shall have the right, subject to the agreement and consent of the other Party and by giving not less than one month’s written notice to the other Party extend the Term for a further period of 6 months.

8.3         Either Party may terminate the Agreement by giving to the other not less than 14 days’ written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).

8.4         Either Party may immediately terminate the Agreement by giving written notice to the other Party if:

8.4.1     any sum owing by either Party under any of the provisions of the Agreement is not paid within 30 Business Days of the due date for payment.

8.4.2     the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied.

8.4.3     an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of that other Party.

8.4.4     the other Party makes any voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986).

8.4.5     the other Party, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);

8.4.6     anything similar to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party.

8.4.7     the other Party ceases, or threatens to cease, to carry on business; or

8.4.8     control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. 

8.5         A breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

8.6         The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

9.           Effects of Termination

Upon the termination of the Agreement for any reason:

9.1         any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable.

9.2         all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect.

9.3         termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination.

9.4         neither Party shall be under any further obligation to the other; and

9.5         each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

10.        No Waiver

The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of the Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Agreement.

11.        Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

12.        Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

13.        Assignment and Sub-Contracting

13.1      The Agreement shall be personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-license or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

13.2      PAT-iT Ltd shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of PAT-iT Ltd.

14.        Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

15.        non-Solicitation

15.1      Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.

15.2      Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

16.        Third Party Rights

16.1      No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

16.2      The Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

17.        Notices

17.1      All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorized officer of the Party giving the notice.

17.2      Notices shall be deemed to have been duly given:

17.2.1  when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

17.2.2  when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

17.2.3  on the 5^th business day following mailing, if mailed by national ordinary mail, postage prepaid; or

17.2.4  on the 10^th business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

18.        Entire Agreement

18.1      The Agreement may not be modified except by prior notice in writing signed by the duly authorized representatives of the Parties.

18.2      Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

19.        Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions.  The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

20.        Dispute Resolution

20.1      The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

20.2      If negotiations do not resolve the matter within 5 Business Days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution ("ADR”) procedure.

20.3      If the ADR procedure does not resolve the matter within 5 Business Days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

20.4      The seat of the arbitration shall be England and Wales.  The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. 

20.5      Nothing in the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

20.6      The decision and outcome of the final method of dispute resolution of the Agreement shall be final and binding on both Parties.

21.        Law and Jurisdiction

21.1      The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

21.2      Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.