1. Definitions and Interpretation

1.1. The following definitions apply in these Terms and Conditions:

“Business Day” means Monday to Friday, excluding bank or public holidays.
“Certificate” refers to the document certifying that the equipment has met the Relevant Standards.
“Conditions” are these terms and conditions, as amended from time to time.
“Customer” means any individual, business, partnership, trust, company, body, authority, association, or other organisation that enters into a contract under these Terms and Conditions for the provision of Services.
“Equipment” refers to the equipment to be tested by Test & Protect Services Ltd pursuant to the provision of Services.
“Failed Equipment” means Equipment that does not meet the Relevant Standards.
“Test & Protect Services Ltd” refers to Test & Protect Services Ltd, a company registered in England and Wales with company number [insert company number] and with a registered office at [insert address].
“Normal Working Hours” refers to 8:00 am to 4:00 pm, Monday to Friday, excluding bank or public holidays.
“Order” refers to the Customer’s order for Services, as set out in the Customer’s written acceptance of the Quotation.
“Price” refers to the cost of the Services as set out in the Confirmation of Order.
“Quotation” refers to an estimate of the cost for providing the Services.
“Relevant Standards” are those commonly accepted practices and standards in Health and Safety Testing and relevant laws and regulations in force at the time the Services are carried out.
“Services” refers to the services supplied by Test & Protect Services Ltd to the Customer as set out in the Confirmation of Order.
“Site” refers to the premises where the Services will be performed as detailed in the Confirmation of Order.

1.2. Any reference to a particular statute, statutory provision, code, policy, or similar is to it as it is in force at the time, including any amendment, extension, application, or re-enactment in force.

1.3. Words in the singular include the plural, and vice versa, and references to one gender include references to the other gender.

1.4. Provision headings are for reference purposes only and do not affect the construction or interpretation of these Terms and Conditions.

1.5. Where the context permits, any reference to Test & Protect Services Ltd includes its duly authorised representatives, officers, servants, and agents.

1.6. A reference to a party includes its successors or permitted assigns.

1.7. Unless stated otherwise, a reference to a clause or Schedule is a reference to a clause or Schedule within these Terms and Conditions.

1.8. Clause and Schedule headings do not affect the interpretation of these Terms and Conditions.

2. Quotations

2.1: Any quotation provided by Test & Protect Services Ltd does not constitute an offer and remains valid for 30 days from the date of the quotation.
2.2: Quotations may not cover the total cost of the work. Additional costs, including repairs, may be added to the final invoice.
2.3: Test & Protect Services Ltd reserves the right to cancel or withdraw any quotation at any time.

3. Services

3.1: Test & Protect Services Ltd will perform the services during normal working hours at times agreed upon with the customer.
3.2: Test & Protect Services Ltd will make reasonable efforts to meet any specified deadlines, but these are only estimates, and time is not of the essence for service completion.

3.3: The services will be carried out at the agreed-upon location and on the agreed equipment.
3.4: Test & Protect Services Ltd may make necessary changes to the services to comply with laws or safety requirements, as long as these changes do not significantly alter the nature or quality of the work. Customers will be informed of any such changes.

Service Limitations

4.1: Equipment that passes Test & Protect Services Ltd's testing complies with the relevant standards at the time of testing only. After testing, the safety of the equipment is the customer’s responsibility.
4.2: While Test & Protect Services Ltd will attempt to ensure all electrical items are plugged back in and working before leaving, they are not responsible for any items left unplugged or switched off.
4.3: Test & Protect Services Ltd will inform the customer of any failed equipment. Once notified, it is the customer’s responsibility to immediately remove the failed equipment from use. Test & Protect Services Ltd accepts no liability if the failed equipment is not repaired or withdrawn.
4.4: Repaired equipment must be retested by Test & Protect Services Ltd before being returned to service.

4.5: Test & Protect Services Ltd does not take responsibility for the following:
4.5.1: Repairing failed equipment.
4.5.2: Maintaining or keeping the equipment in repair.
4.5.3: Replacing the equipment.
4.5.4: Preparing the equipment for inspection.
4.5.5: Reassembling the equipment.
4.5.6: Covering the cost of any such works.
4.5.7: Disposing of equipment.
4.6: Test & Protect Services Ltd may recommend replacing or adding equipment to ensure compliance with standards. If the customer agrees, Test & Protect Services Ltd will supply these items with reasonable care and charge according to current prices.
4.7: Test & Protect Services Ltd will carry out basic repairs as part of testing, including replacing fuses (up to 5 per contract) and supplying new plugs. Additional repairs or equipment will be charged separately:
Extra fuses: £0.50 each.
New BS1363 plugs: £2.50 each.
16amp adaptors for 110v and 230v: Price on application.

5. Cancellation

5.1: No variation of the terms of the Order by the Customer shall be accepted without the written consent of Test & Protect Services Ltd.
5.2: Test & Protect Services Ltd may cancel the Contract without limiting its other rights or remedies:
5.2.1: Upon written notice to the Customer at any time prior to forty-eight hours before the Services were due to be undertaken; or
5.2.2: With immediate effect by giving written notice to the Customer if the Customer fails to pay any sum due under the Contract on the due date for payment.
5.3: The Customer may cancel the Contract by providing Test & Protect Services Ltd with not less than 2 working days’ notice before the date the Services are due to be performed. If the Customer cancels the Contract with less than 2 working days’ notice and Test & Protect Services Ltd and its employees, agents, or subcontractors are unable to gain access to the site on the day the Services are due to be performed, Test & Protect Services Ltd reserves the right to charge and invoice the Customer £90.00 or the price on the estimate (whichever is the lower amount). The Customer shall pay such sum to compensate Test & Protect Services Ltd for its reasonable irrecoverable costs and/or losses (including but not limited to travel and administrative expenses). Test & Protect Services Ltd, in its sole discretion, may choose not to charge the Customer such sum if the Services are rebooked for an alternative date.

6. Price and Payment

6.1: The Price shall be exclusive of any value-added tax or other applicable taxes, which amounts shall be payable in addition when the Price is due (if applicable).
6.2: Test & Protect Services Ltd shall be entitled to charge an additional fee for performing the Services outside the “Normal Working Hours,” such fee shall be set out on the Confirmation of Order.
6.3: Test & Protect Services Ltd shall invoice the Customer on completion of the Services.
6.4: Test & Protect Services Ltd may impose additional charges, including time charges for waiting (up to £45 per hour or part thereof), and the Customer shall pay such charges if Test & Protect Services Ltd is prevented from performing its obligations under these conditions due to the acts and/or omissions of the Customer.
6.5: The Customer shall pay each invoice submitted by Test & Protect Services Ltd within 14 days (or 30 days if credit has been requested in writing by the Customer).
6.6: Time for payment shall be of the essence of the Contract.
6.7: No payment shall be deemed received until Test & Protect Services Ltd has received payment in pounds sterling in full and cleared funds.
6.8: When full payment of the Price is received by Test & Protect Services Ltd in satisfaction of the relevant clauses, Test & Protect Services Ltd will issue the Certificate to the Customer within five Business Days of receipt.
6.9: All payments due by the Customer shall become due immediately on the termination or cancellation of the Contract for whatever reason.
6.10: All amounts payable by the Customer under the Contract are exclusive of value-added tax (VAT). Where any taxable supply for VAT purposes is made under the Contract by Test & Protect Services Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Test & Protect Services Ltd, pay Test & Protect Services Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.11: The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise unless Test & Protect Services Ltd has agreed to the same in writing.
6.12: Without prejudice to any other rights and remedies of Test & Protect Services Ltd, if the Customer fails to pay Test & Protect Services Ltd any sum due under the Contract, the Customer shall be liable to pay interest on such sums from the due date for payment at the current rate authorized under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis until payment is made, whether before or after any judgment. If civil proceedings are issued against the Customer, a claim will also be made for statutory interest on the amount outstanding calculated as detailed above and for any legal, recovery services, and court costs.
6.13: Without prejudice to Test & Protect Services Ltd’s right to claim reasonable costs:
6.13.1: If any payment is not made by the Customer when due, Test & Protect Services Ltd reserves the right to recover from the Customer on a reasonable basis any costs Test & Protect Services Ltd incurs in recovering any money due under the Contract (and the costs of recovering such costs), including administrative costs and any costs incurred with lawyers or debt collection agencies. Test & Protect Services Ltd’s administrative costs may include the cost of employing the staff concerned in the recovery of any such debt and the overheads attributable to them for the time spent.

7. Customer’s Obligations

7.1: In order to provide the Services, the Customer shall provide to Test & Protect Services Ltd, its employees, agents, consultants, and subcontractors:
7.1.1: Full, unrestricted, and convenient access to the Site and the Equipment; and
7.1.2: Necessary utilities (including mains electricity) and other normal supplies required to undertake the Services.
7.2: The Customer shall:
7.2.1: Maintain suitable public liability insurance for the duration of this Contract with a reputable insurer and shall provide a copy of the insurance policy and proof of payment of the premiums to Test & Protect Services Ltd upon reasonable request; and
7.2.2: Co-operate with Test & Protect Services Ltd in all matters relating to the Services.
7.3: Prior to undertaking the Services, Test & Protect Services Ltd shall conduct an initial Site and risk assessment. If Test & Protect Services Ltd is not satisfied with the safety or suitability of the Site or the risks prior to or during the provision of the Services, it may refuse to provide further Services at any time. If the Customer requires a copy of the risk assessment, an additional charge of £300.00 will apply.

8. Acceptance of Services

8.1: Following the provision of the Services, Test & Protect Services Ltd shall provide the Customer with a report of the assessments, testing, and any other recommendations (“the Report”).
8.2: Upon receipt of the Report from Test & Protect Services Ltd, the Customer shall sign off on the provision of the Services. Such sign-off shall indicate the acceptance of the Services by the Customer. If the Customer fails to signal acceptance of the Services within 14 days of the date of the Report, the Customer is deemed to have accepted the Services.

9. Limitation of Liability

9.1: This clause sets out the entire limitation (including any liability for acts, defaults, neglect, or omissions) of Test & Protect Services Ltd in respect of any breach of the Contract and/or any tortious statement, act, or omission including negligence arising under or in connection with the Contract.
9.2: Nothing in these Conditions excludes or limits the liability of Test & Protect Services Ltd for:
9.2.1: Death or personal injury caused by the negligence of Test & Protect Services Ltd or the negligence of its employees, agents, or subcontractors; or

9.2.2: Fraud or fraudulent misrepresentation.
9.3: Subject to clause 9.2, Test & Protect Services Ltd’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, shall be limited to the sum of £50,000 or 200% of the total value of the Contract, whichever is the lower amount.
9.4: Subject to clause 9.2, Test & Protect Services Ltd shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any pure economic loss, loss of profit, loss of business, depletion of goodwill, or otherwise in each case whether direct, indirect, or consequential, or any claims for consequential compensation however caused, which arise out of or in connection with the Contract.
9.5: Except as set out in these Conditions, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.6: This clause 9 shall survive the termination of the Contract.

10. Variation

No variation of these Conditions and the Contract shall be valid unless it is in writing and signed by the authorised representatives of the Parties.

11. Assignment

11.1: Test & Protect Services Ltd may assign its rights or obligations under the Contract or any part of it to any person, firm, or company.11.2: The Customer shall not be entitled to assign its rights or obligations under the Contract or any part of it without the prior written consent of Test & Protect Services Ltd.

 12. Force Majeure

Test & Protect Services Ltd shall not be liable for any loss or damage suffered by the Customer, howsoever caused, whether direct or indirect, if it is prevented from or delayed in carrying out the Services due to circumstances beyond the reasonable control of Test & Protect Services Ltd. These circumstances include, but are not limited to, acts of God, natural disasters, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether relating to Test & Protect Services Ltd’s workforce or the workforce of suppliers or other contractors of Test & Protect Services Ltd), failure of a utility service or transport network, compliance with any law or governmental order, rule, regulation or direction, or restraints or delays affecting carriers.

13. Delays Other Than by Force Majeure

Test & Protect Services Ltd shall not be liable for any loss or damage suffered by the Customer, howsoever caused, whether direct or indirect, if Test & Protect Services Ltd is delayed in performing the Services due to:13.1: Delays in obtaining equipment, parts, or delays in transport of the same;13.2: The Customer employing other workers, resulting in Test & Protect Services Ltd having to wait for them to complete their work before it can perform the Services;13.3: Test & Protect Services Ltd being unable to access the Site on the agreed date and time;13.4: The Site not being made ready by the Customer as agreed;13.5: Other similar events which shall constitute force majeure events for the purposes of this clause.

14. Severability

If any provision of the Conditions or the Contract is found by any court, tribunal, or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, or unreasonable, it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability, or unreasonableness, be deemed severed, and the remainder of such provision shall continue in full force and effect.

15. Waiver

15.1: Failure or delay by Test & Protect Services Ltd in enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Conditions or the Contract.15.2: Any waiver by Test & Protect Services Ltd of any breach of, or any default under, any provision of the Conditions or the Contract shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16. Third Parties

The Parties to the Contract do not intend for any term of the Contract to be enforceable by any person who is not a party to it, by virtue of the Contracts (Rights of Third Parties) Act 1999.

17. Law and Jurisdiction

The formation, existence, construction, performance, validity, and all other aspects of the Contract shall be governed by the law of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.

18. Alternative Dispute Resolution

18.1: If any dispute arises in connection with this agreement, the directors or other senior representatives of the parties with authority to settle the dispute will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.18.2: If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR Solve. The mediation will start no later than 21 days after the date of the ADR notice.18.3: The commencement of mediation will not prevent the parties from commencing or continuing court proceedings.

19. Notices

19.1: All notices pursuant to the Contract shall be in writing and delivered by hand or first-class post to the addresses notified to the other party from time to time.
19.2: Communications shall be deemed to have been received:
19.2.1: If sent by pre-paid first-class post, two days (excluding Saturdays, Sundays, and bank and public holidays) after posting (exclusive of the day of posting); or
19.2.2: If delivered by hand, on the day of delivery.

20. Entire Agreement

20.1: The Conditions and the Contract shall constitute the entire agreement between the Parties.
20.2: Any statements, representations, or warranties made orally or in writing prior to the formation of the Contract do not form part of the Contract and are superseded by the Conditions and the Contract unless a duly authorized representative of Test & Protect Services Ltd specifically confirms them in writing at the time of dispatch of the Confirmation of Order.