These Terms and Conditions govern the services provided by RSTUK Portable Appliance Testing (hereinafter referred to as "the Company") to the Client (hereinafter referred to as "the Client").

By engaging the services of the Company or indicating acceptance in any other way (such as signing an order form, informing orally that you agree to these terms, or paying an invoice), this agreement takes effect and the Client agrees to by bound by these Terms and Conditions.

1.  Definitions and Interpretation
In these Terms and Conditions unless the context requires otherwise the following words shall have the following meanings:

Best Industry Practice    means, in relation to any undertaking in any circumstances, the exercise of the degree of skill, care, diligence, prudence and foresight which would be expected from skilled and experienced personnel engaged in the same type of undertaking under the same or similar circumstances;
Charges    includes all monies payable by the Client to the Company in relation to the supply of Services;
Commencement Date    means the date of acceptance of these terms;
Confidential Information    means, in relation to either Party, all information (whether the information is in oral or written form or is recorded in any other medium) about or pertaining to the business affairs (including products, developments, trade secrets, know-how, personnel or suppliers) of either Party or its Affiliates which is disclosed to the other Party, its Affiliates or their sub-contractors or agents or any of their respective employees, or which is acquired by or otherwise comes to the knowledge of the other Party, its Affiliates and their sub-contractors or agents or any of their respective employees whether directly or indirectly pursuant to and in the course of the provision and/or receipt of the Services, and the performance of the Parties’ respective obligations under these Terms and Conditions, save for information which comes into the public domain other than by breach of these Terms and Conditions;
Default    means any breach of the obligations of either Party (including a fundamental breach or breach of a fundamental term) or any default, wrongful omission, negligence of either Party, its employees, agents or sub-contractors in connection with or in relation to the subject matter of these Terms and Conditions;
Order    means any purchase order signed or issued by the Company in response to a valid Quotation and received by the Client from the Company for the supply of Services;
Party    refers to either the Company or the Client;
Price    means the price agreed with the Company (exclusive of value added tax) relating to the provision of Services as stated in a Quotation that is accepted by the Company on an Order issued to the Client;
Quotation    means a written issued by the Company which sets out the amount, specifications and terms, in addition to these terms, upon which the Company offers to sell the Services to the Client;
Services    means all services, which the Company provides to the Client including but not limited to Portable Appliance Testing (PAT), as described in a relevant Quotation;
Value Added Tax (VAT)    means value added tax or any applicable sales or service tax or any similar, successor or supplemental taxes.

2.  Entry into these Terms and Conditions
2.1  These Terms and Conditions govern the overall relationship of the Parties with respect to the supply of Services to the Client by the Company. The Client may at any time order Services from the Company by following the procedure set out in clause 2.6.
2.2  Either Party may submit from time to time amended terms and conditions. Such amendments shall be incorporated into these Terms and Conditions in place of or to amend by way of a variation agreement signed by both Parties.
2.3  In the case of any conflict or inconsistency, the Terms and Conditions within this agreement shall prevail over and take the place of any other terms or conditions stipulated, referred to or contained in any document of or communication from the Company, the Client or, third party except as expressly agreed in writing.  
2.4  The Company may engage third parties as sub-contractors to furnish services in connection with the Services, provided that:
    2.4.1  such sub-contractor has executed appropriate confidentiality agreements with the     Company on terms which are no less stringent than those set forth herein;
    2.4.2  that any act, omission or default of such sub-contractor shall for the purpose of these     Terms and Conditions be deemed as an act, omission or default of the Company and the use     of sub-contractors shall not relieve the Company from any of its obligations under these     Terms and Conditions; and 
    2.4.3  the Client shall have authorised the use of sub-contractors within a Quotation or,     otherwise in writing, for any material element of the Services, prior to their engagement by     the Supplier.
2.5  No brochure, catalogue, price list or other communication published or forwarded by the Company to the Client, whether in writing or not, other than a Quotation, constitutes anything other than an invitation by the Company to the Client to do business.
2.6  Following receipt of a Quotation from the Company, an Order placed by the Client with the Company within the validity period set out in clause 2.7 herein constitutes acceptance of the offer of Services detailed in said Quotation.
2.7  All information disclosed to the Client in a Quotation will be valid for ninety (90) days from date of the Quotation, unless stated otherwise in writing. All Quotations are subject to the clauses detailed in these Terms and Conditions.

3.  Services Provided
3.1  The Company agrees to perform Portable Appliance Testing (PAT) services.
3.2  Both Parties agree to cooperate in good faith to achieve completion of the Services in a timely and professional manner.
3.3  The Company warrants that the supply of the Services will be performed using all reasonable skill, care and diligence consistent with Best Industry Practice and in a professional manner. At all times in the performance of obligations under these Terms and Conditions, the Supplier shall use good materials, techniques and standards and fulfil all Orders in a timely manner.
3.4 Both Parties will use reasonable endeavours to meet the time schedules set out in the Quotation or as agreed between the Parties from time to time.
3.5  The Company shall bear no liability or be otherwise responsible for delays in the provision of performance of the Services where such delays are the sole responsibility of the Client.  
3.6  The Company may use such resources and utilise such employees and/or third parties as it deems prudent and necessary to provide the Services providing that the use of and the associated costs of third parties has been notified to and approved by the Client prior to such third parties being used. The Company procures that any such third party is made aware of and complies with these Terms and Conditions, and clause 10 shall apply including confidentiality provision herein.

4.  Fees and Payment
4.1  The Company shall charge and the Client shall pay the Price in British Pounds Sterling, without deduction, for the services rendered.
4.2  Unless otherwise stated in the relevant Quotation or Order Form, payment and any additional costs for which the Client is liable under these Terms and Conditions shall become due thirty (30) days after the date the Client receives a valid invoice for the same.
4.3  All charges for the Services will be subject to Value Added Tax at the rate applicable from time to time. (Currently VAT Exempt)
4.4  Subject to clause 5 in the event that the Client chooses to cancel any Order, the Client shall compensate the Company for any costs unavoidable and reasonably incurred due to the early termination of the Order providing the Company takes all reasonable measures to mitigate such costs. 
4.5  Should the Client fail to pay any amount when due to the Company, the Client will incur and be held liable to pay a late fee of 2% per month of the total amount due plus a fixed compensation fee. If any invoice is not paid by the due date the Client shall pay the Company all reasonable costs and expenses (including any legal costs and expenses) incurred or sustained by the Company in recovering sums due in each case without prejudice to any other rights or remedies available to the Company.
4.6  Notwithstanding anything else in the Agreement and without prejudice to its other rights hereunder or in law, all Charges will immediately become due if the Customer fails to make any payment when due, becomes subject to bankruptcy laws, enters into any composition with its creditors, enters into any liquidation or has an administrator or a receiver and manager appointed to it or to all or part of its assets.
4.6  Where payment of the Charges or part of the Charges is due prior to delivery of the Services and where the Client fails to make such payment, the Company may, (without prejudice to its other rights hereunder or in law) withhold delivery of the services provided that the Company has given the Client a notice requiring payment to be made within thirty (30) days.

5.  Client Responsibilities
5.1  The Client shall ensure that all equipment to be tested is available and accessible to the Company's technicians.
5.2.  The Client shall provide any necessary information regarding the equipment and its use to facilitate accurate testing.
5.3.  The Client is responsible for addressing any identified issues or recommendations resulting from the PAT service.

6.  Cancellation Policy
6.1  The Client may cancel or reschedule the PAT service by providing no less than (14) days written notice to the Company.
6.2  Cancellations or rescheduling made within 72 hours of the scheduled appointment will incur a cancellation fee of the quoted attence fee. No cancellation fee will be charged if notice is given more than 72 hours in advance of the scheduled appointment.

7.  Refusal of Access
7.1  The Client is responsible for ensuring that the Company's technicians or third party employees have access to the premises and the equipment to be tested at the agreed time.
7.2  If access is refused or unavailable at the agreed time, resulting in the inability to perform the scheduled PAT service, the Client will be charged the quoted attence fee for refusal of access, payable within 30 days of the agreed date to perform the services (as per clause 4.2).
7.3  The Company will attempt to reschedule the service at a mutually agreeable time, subject to the availability of both parties.

8. Limitations of Liability
8.1  All exclusions and limitations in these terms or any Quotations, or variation agreements shall only apply so far as permitted by law and in particular nothing shall exclude or restrict liability:
    8.1.1  death or personal injury due to negligence; or
    8.1.2  fraudulent misrepresentation, gross negligence and intentional acts; or
    8.1.3  for any breach of any law or regulation applicable to the Services;
8.2  The Company’s liability for a breach of warranty will be limited to either;
    8.2.2  supplying the Services again providing it is practical to do so and the Company is     capable of re-providing such Service, alternatively if it is not practical for the Company or the     Company is not capable of re-providing the Services the payment of the reasonable costs     incurred by the Client for obtaining a different supplier to render the Services.
    8.2.3  the amount of the fee paid by the Client for the specific service in question.
8.4  Subject to clause 8.1, the Company will not be liable for loss of profits, revenues, business, goodwill, anticipated savings or any special, indirect, or consequential loss howsoever arising (in negligence or otherwise), in relation to or otherwise in connection with the Services, these Terms and Conditions or any act or omission by the Company.
8.5  The Company shall maintain Professional Indemnity Insurance (PII) with insurers providing insurance cover for up to £1,000,000 per claim arising from their acts or omissions.

9. Force Majeure
9.1  Neither Party will be liable for any act, omission, or failure to fulfil its obligations under these Terms and Condition if such act, omission or failure arises from any cause reasonably beyond its control including but not limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action after the date of these Terms and Conditions, fire, communication line failures, power failures, earthquakes or other disasters (together a “Force Majeure”).
9.2 The Party unable to fulfil its obligations due to Force Majeure will immediately:
    9.2.1 notify the other in writing of the reasons for its failure to fulfil its obligations and the     effect of such failure; and
    9.2.2 use all reasonable endeavours to avoid or remove the cause and resume performance     of its obligations.
9.3 Where a Force Majeure event continues for more than four (4) consecutive weeks, the Party claiming relief under Force Majeure will grant the other Party the option to terminate these Terms and Conditions during the period which the Force Majeure event continues.

10.  Confidentiality
10.1  Each Party (a “Recipient”) acknowledges that any Confidential Information obtained from or relating to the other Party (a “Discloser”), its employees or its agents is the property of the Discloser, that the Recipient shall keep the Confidential Information confidential and shall not (without the prior written consent of the Discloser) disclose any part of that Confidential Information to any person other than to those of the Recipient’s employees and agents who require access to the Confidential Information in order to perform their obligations under these Terms and Conditions or except as required by law. 
10.2  Subject to clause 10.4, each Party shall ensure that neither its employees nor agents use (without the prior written consent of the Discloser) the Confidential Information except for the purposes of the performance of their respective obligations under these Terms and Conditions. The Recipient warrants and undertakes that:
    10.2.1    its employees and agents will be bound by confidentiality obligations at least     equivalent to the obligations contained in this clause 10; and
    10.2.2  it shall take precautions to protect the confidentiality of the other Party’s     Confidential Information at least as stringent as the precautions the Recipient takes to     protect its own Confidential Information and in any event no less than reasonable measures     given the nature of the Confidential Information.
10.4 The provisions of Clause 10.1 shall not apply to:
    10.4.1  any Confidential Information which is in or enters the public domain other than by     breach of this clause 10;
    10.4.2  any Confidential Information which is in the possession of the Recipient without     restriction in relation to disclosure before the date of receipt from the Discloser; 
    10.4.3  the use or disclosure of Confidential Information which is received from a third party     who lawfully acquired it and who is under no obligation restricting its disclosure;
    10.4.4 the use or disclosure of Confidential Information to the extent required by law or the     order of any regulator, taxation authority, government body, stock exchange, court of     competent judicial authority or the National Audit Office; 
    10.4.5  the use or disclosure of Confidential Information to a Recipient’s professional and     legal advisers for the sole purposes of considering the Recipient’s rights and obligations     under these Terms and Conditions; and
    10.4.6  the disclosure or use of any information which is independently developed by a     Recipient without access to the Confidential Information.
10.5  If in order to provide any Services the Company has to process any personal data the Company shall comply with the General Data Protection Regulation 2018.
10.6  This confidentiality obligation extends to any subcontractors or agents involved in providing the services.

11.  Termination
11.1  These Terms and Conditions shall be deemed to have commenced on the date of acceptance as stipulated in the preamble and (subject to earlier termination under clause 11.2 or 11.3) shall continue in force until either:
    11.1.1 the service is carried out in full as stipulated in clause 1, or;
    11.1.2 terminated by either Party giving to the other not less than (14) days’ notice in writing     at any time.
11.2  Either Party may terminate an Order or all Orders under these Terms and Conditions forthwith by notice in writing to the other Party where the other Party has committed a material Default and where such Default is capable of remedy and the other Party has failed to remedy such Default within thirty (30) days of receiving notice specifying the Default and requiring its remedy.
11.3  Either Party may terminate an Order or all Orders under these Terms and Conditions forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due within the meaning of the Insolvency Act 1986 (as amended by the Insolvency Act 2006) or if any action, application or proceeding is made with regard to it for:
    11.3.1    a voluntary arrangement or composition or reconstruction of its debts; 
    11.3.2    the presentation of an administrative petition; 
    11.3.3    its winding-up or dissolution;
    11.3.4    the appointment of a liquidator, trustee, receiver, administrative receiver or similar         officer; 
    11.3.5    any similar action, application or proceeding in any jurisdiction to which it is subject;         and/or
    11.3.6    distress or execution to be levied upon its property or assets.
11.4  For the avoidance of doubt:
    11.4.1  the termination by either Party of an Order shall not operate to terminate these     Terms and Conditions;
    11.4.3  where the Company seeks to terminate under clause 14.1 for its convenience all     outstanding sums owed for the Services provided by the Company will become immediately     due.

12.  Governing Law
12.1  These terms shall be governed by and construed in accordance with the laws of England and Wales and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the English courts.

13.  General
13.1  These Terms and Conditions constitute the entire agreement between the parties and supersede any prior agreements or understandings, whether written or oral.
13.2  All implied terms or warranties are excluded to the fullest extent permitted by law.

14.  Changes to these Terms
14.1  The Company reserves the right to amend, replace or implement documentation that supersedes these Terms and Conditions from time to time.
14.2  If there is any difference between these Terms and Conditions as found in any of the Company’s documentation and the latest version on the Company’s website at the time of your acceptance, the website version will apply and supersede any other documentation.

RSTUK Portable Appliance Testing 
27 Highfield Grove 
Allerton Bywater, 
Castleford 
WF10 2EL

Robin.simpson@rstuk.co.uk
www.rstuk.co.uk

This document outlines the Terms and Conditions under which RSTUK Portable Appliance Testing operates and is intended to ensure clarity and fairness in all dealings with our Clients. If you have any questions or require further information, please contact us using the details provided above.

Updated 01/11/2024