Terms & Conditions
These Terms of Business are effective from the 03rd day of January 2023, but may be amended from time to time. They replace any previous terms of business and shall apply to any future Services we carry out on behalf of the Client unless varied or replaced. All work carried out is subject to these terms except where changes are expressly agreed in writing.
The following definitions may be used in these Terms of Business:
“Client” , “ your” or “you”; means the person, firm, company or other legal entity to whom the Services are provided to or requested.
“Specialist Technical Services (U.K) Limited”; “Company” , “business” , “we” or “us”; means Specialist Technical Services (U.K) Limited (whose registered office is at Unit 8, Hunters Crescent, Tarvin, Chester, CH3 8EY), its Directors, Staff and in all cases any successor or assignee, and “our” shall be construed accordingly.
“Staff Members”; means people directly employed by Specialist Technical Services (U.K) Limited, or its subsidiaries.
“Third-Parties”; means companies, firms or other legal entities which are not in connection with Specialist Technical Services (U.K) Limited or its Client.
“Intellectual Property Rights”; means patents, trademarks, design rights (whether registered or otherwise) applications for any of these, copyrights, database rights, certificates, reports, data, trade secrets, templates, bespoke equipment, trade or business names and other similar rights or obligations whether registerable or not in any country.
“Loss”; means any loss, damage, cost, interest, reputation or reasonably expected loss of money the business may suffer/suffered.
“Services”; means the testing, monitoring, hire/sales, documentation, advice and/or services delivered or provided to you pursuant to the instruction to proceed (whether this be written, verbal or email instruction).
“Project”; means the work in which we have been engaged with or instructed to undertake our Services in relation to.
The Conditions shall in relation to a Project supersede any earlier conditions relating to work previously performed by Specialist Technical Services (U.K) Limited for the Client and shall apply to the exclusion of any terms of conditions stipulated by the Client and (in so far as permissible) shall over-ride any terms or conflicting conditions which would otherwise be applied under common law or by operation of statute. Specialist Technical Services (U.K) Limited shall only be bound by an agreement if it is in writing and signed by a duly authorised representative of Specialist Technical Services (U.K) Limited.
All quantities are subject to re-measurement by STS-UK, as defined within any quotation. In this context, Specialist Technical Services (U.K) Limited reserve the right to amend the amount of work quantity and rate in the light of findings or requests, as the project progresses, and to pass on any consequential costs (notwithstanding this any additional charges would be incurred with or without the Clients prior immediate approval. We will always attempt to attain prior approval, where possible).
All quotation and estimations assume Specialist Technical Services (U.K) Limited standard working week-day between the hours of 8.00am and 4.00pm (max 8 hours) including travelling time to and from the temporary workplace, unless otherwise prior agreed in writing and signed by a duly authorised representative of Specialist Technical Services (U.K) Limited. Non-inclusive of any Bank Holidays and weekends.
All quotation and estimations assume Specialist Technical Services (U.K) Limited standard working week between, and inclusive of, Monday through Friday unless otherwise prior agreed in writing and signed by a duly authorised representative of Specialist Technical Services (U.K) Limited.
It is assumed that access to all working locations are clear and hazard free of any objects which could impede or affect the methods or results; and from any person who is not directly involved in the work being undertaken. All work will be carried out in one continuous operation, assisting in time and efficiency.
No allowance has been made for clearing, removing or re-arranging items, stock, materials or anything otherwise restricting access to a work area, including pathway routes for access or equipment transportation.
We will not be responsible for any delay in or failure to perform all or any part of the Services where such delay or failure to perform is caused by matters beyond our reasonable control (including, but not limited to, your failure to provide, in a timely matter, the information, safe access and working area, equipment, plant or other applicable items, or force majeure).
The cost of any delays caused for reasons beyond our control, including inclement weather, shall be charged, under the named item ‘Standing Time’ to the Client at the rate of £100.00 per hour or part thereof. (“One Hundred Pounds”).
All reasonable care will be taken to avoid damage to any existing materials, stock, services, structure, buried or otherwise, but Specialist Technical Services (U.K) Limited shall not be held liable for damage to any such services, structure, stock or materials. (Unless their relevant location (services) has been correctly notified to Specialist Technical Services (U.K) Limited by the Client. It is the responsibility of the Client to accurately locate any such services before works commence).
Where required, all samples taken will be kept for a period of one calendar month after the date of submission of the final report. Should longer be required, this should be requested during this one-month period and an additional storage charge may be charged to the Client.
Where possible, a formal Purchase Order (PO) shall be required to formally instruct the Company to undertake such requested services. Where this is not possible, an email instruction shall suffice. Where a Purchase Order is not provided, but should be, this does not waive the Client of such invoiced amount. Any Purchase Order information received from the Client shall be displayed on the relevant invoicing, where possible. Receipt of any Instruction, whether by issuance of a Purchase Order or email shall be acceptance of the Company’s Standard Terms of Business and any Hire Terms & Conditions which may apply to a Project.
We reserve the right to determine which of our Staff Members are allocated to a project. Where named individuals are not available, we will supply substitutes of appropriate quality and experience for that project. We may use third parties in performing all or part of the Services requested. We may at any time replace or reassign any Staff Members assigned by us to the Service/project.
You agree that in the interest of limiting the personal liability and exposure to litigation of our Staff Members, you will not bring any claim in respect of any Loss against any of our Staff Members personally, but this will not limit or exclude our liability for the acts or omissions of our Staff Members. This exclusion shall not apply to fraud or other criminal matters. You agree that our Staff Members may rely upon the Contracts (Rights of Third Parties) Act 1999 should they need to enforce this sub-paragraph.
Specialist Technical Services (U.K) Limited terms of payment are pro-forma for immediate payment, in all instances; unless strictly within 30 days net of the date of the invoice, where a valid Net30 credit account is setup with a fully completed and signed returned New Client Form, approved by the Company and has sufficient available credit remaining to facilitate the requested services. All values are subject to Value Added Tax (VAT) at the prevailing rate.
No deductions are to be made by the Client, for; discount, retention, liquidated damages, CIS, Self-Billing, Reverse VAT Charge or any other reason without prior written agreement from the Company. Where agreed, and CIS and/or Reverse Charge become applicable; we shall assume in all instances that the Client is the End User or Intermediary Supplier, unless they prior advise in writing that they’re not. Where payment is to be received by a Non-UK Client, all international payments fee’s applicable are to be covered completely and wholly by the sender (Client).
Specialist Technical Services (U.K) Limited reserves the right to charge the Client, for any losses incurred due to the ‘late’ cancellation or postponement of work where an instruction, and/or date is in place - at the Company’s discretion. Schedule of charges:
(≥72 Hours: <10% / 48-72 Hours: 25% / 24-48 Hours: 50% / 12-24 Hours: 75% / ≤12 Hours: 100%).All work undertaken within Specialist Technical Services (U.K) Limited facility/Laboratory shall be booked-out with a date and anticipated duration of works. Cancellation, or postponement of such agreed date shall incur charges up to and equal to, the quoted amount of the work, in accordance with the Clause 18 schedule. This shall also apply, where non-delivery of goods promised.
All monies outstanding/overdue shall attract interest at the Bank of England’s Base Rate + 8%, calculated daily. Late Payment charges and debt recovery charges may also be applicable and liable to the Client for any outstanding amounts; including late payments.
When an instruction is placed with Specialist Technical Services (U.K) Limited on behalf of a third party, full details of the Client must be provided prior to entering a contract, and we reserve the right not to commence, without reason, once this information has been given. In any case, the agent acting on behalf of the Client is responsible for ensuring the credit worthiness of such Client.
No Specialist Technical Services (U.K) Limited Staff Members have authority to enter into any legal obligation on behalf of the Company. Only the Directors have this authority.
In some instances, for Client’s who do not have a valid credit account or subsequently request one with Specialist Technical Services (U.K) Limited, Specialist Technical Services (U.K) Limited respectfully reserve the right to request a bank and two trade references prior to commencement of the project. It is assumed that you will be responsible for obtaining the details for these references.
In addition, Specialist Technical Services (U.K) Limited require to be advised to whom the invoicing should be addressed, especially when more than one party is concerned, in order to avoid confusion and any requested resubmission at a later date.
Unless otherwise agreed, Specialist Technical Services (U.K) Limited reserve the right to issue interim invoices at set intervals (e.g – weekly, monthly or upon each visit) on projects running for a period of more than one week. Alternatively, an interim account may be rendered by us, upon completion of the various stages of the project; for example, Sitework’s, Laboratory testing, or completion.
No service, testing, goods, installation, results, reports, design information or other documentation shall be provided/released without full cleared payment upfront, or in cases where a Net30 credit account is requested and approved, active and has enough credit remaining; a written order (purchase order number) or letter of instruction to proceed shall be required. We may, at our absolute discretion, undertake the work at a maximum gesture, until payment have been received. Specialist Technical Services (U.K) Limited reserve the right to apply any of this term at their discretion, without reason.
All data, certificates, reports and designs which have been produced for the benefit of the Client alone and all copyrights including Intellectual Property Rights remain the property of Specialist Technical Services (U.K) Limited. These may not be reproduced in whole or in part or passed on to Third Parties without prior permission. No responsibility can be accepted, for any consequences, should the information be passed on to a Third Party who may act upon its contents/recommendations without Specialist Technical Services (U.K) Limited knowledge and/or written agreement. Where any Intellectual Property Rights have been found to be copied by an unauthorised Client or Third Party, we shall seek the maximum penalty and compensation levied by Law, in all instances.
You will keep confidential any know-how, methodologies, equipment and/or technology used by us to carry out the Services requested. No photographs or video of any sort may be captured of our Services, Staff Members and equipment, unless prior written agreement has been obtained or we send such media to you, whether this be within a certificate, report or other means, and with express permission. You agree that this media is classed as sensitive and remains Intellectual Property of Specialist Technical Services (U.K) Limited, and as such is protected.
Where any products are to be tested within the Company Laboratory facility, delivery date[s] and time[s] of such products shall be prior agreed and within the business operating hours of Specialist Technical Services (U.K) Limited. It is the responsibility of the sender to ensure a suitable delivery service is selected for the type of goods and equipment – it shall not be relied upon that help will be available to off-load any deliveries. Forklift truck[s] and equivalent, are not currently available at the premises.
Any products received for testing within the Laboratory shall be allocated a specific amount of space, time and storage. It is the responsibility of the Client to arrange for appropriate collection of the materials once testing has been completed, within two weeks or as instructed by Specialist Technical Services (U.K) Limited – whichever is sooner. Failure to do so, or any prolonged period of unauthorised storage may incur additional charges for such storage space and/or disposal. Specialist Technical Services (U.K) Limited can usually dispose of such products and materials, and can provide a certificate of disposal at the Client’s prior request, however this will incur additional charges to the Client, which may be detailed within a relevant quotation. The Company will only hold such materials/products for a maximum duration of one month, all items shall be automatically disposed of after this timescale where no agreed arrangements are in place. Any costs incurred during this process shall be passed to the Client for full reimbursement, plus any associated admin costs and time, etc. Specialist Technical Services (U.K) Limited reserve the right to apply any of this term at their discretion.
We confirm that except where required by law, regulation, or professional requirements (including quality control), we shall treat as confidential all information which you provide to us for the purpose of the Services (whether provided orally, in writing or in any other form). However, you agree that we may share confidential information with any sub-contractors we use to provide the Services requested.
If we introduce, recommend, or refer you to any Third-Party entity, we do not accept any liability for work which they carry out on your behalf, and you must make your own conclusions, assessments and contractual arrangements directly with them, and no liability what-so-ever shall be placed on Specialist Technical Services (U.K) Limited.
Subject to your rights, by accepting our Standard Terms & Conditions of Business on behalf of your Company, you are giving positive consent for us to obtain, store and process information about you, the Company, members of your Companies Staff/Colleagues and any associated Third Party involved, and you subsequently agree that we may use this information to bring to your attention additional products and/or services that we consider may be of benefit to you, and your Company.
As a data subject (as defined in the Data Protection Act 2018) you or your Colleagues/Staff have the right to object to direct mailing and you may withhold (or at any future time withdraw) any consent given by you for this purpose by writing to the Company’s address, clearly stating your request.
- Nothing in this Condition shall purport to exclude or restrict Specialist Technical Services (U.K) Limited liability for death or personal injury resulting from negligence.
- Specialist Technical Services (U.K) Limited warrants that it will carry out its duties in respect of a Project with reasonable care and skill and this warranty shall be the only warranty given in respect of such duties. All other conditions and warranties expressed or implied by statute common law or otherwise are hereby excluded.
- We will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others failure to supply any appropriate information or your failure to act on our advice, data, results or respond to communications from us or other relevant authorities.
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If Specialist Technical Services (U.K) Limited shall not comply with the warranty given in condition 35.(b) Specialist Technical Services (U.K) Limited will at its option and expense :
- Take such steps as Specialist Technical Services (U.K) Limited considers necessary to comply with such warranty; or
- In worst case, without prejudice, refund the whole, or an appropriate part of the fees charged for its service or goods supplied hereunder, at Director discretion. Performance of any of the above options shall constitute discharge wholly of Specialist Technical Services (U.K) Limited entire liability under the said warranty.
- Specialist Technical Services (U.K) Limited shall not under any circumstances be liable for loss of profit, use or goodwill or (subject to condition 35.(f)) for any indirect or consequential loss of any kind whether caused by negligence or otherwise how-so-ever, and whether or not such loss has been suffered by the Client or by some third party to whom the Client may be liable.
- Notwithstanding condition 35.(d) above if Specialist Technical Services (U.K) Limited has failed to comply with the warranty given in Condition 35.(b) hereof and as a result the Client suffers loss or damage in respect of which Specialist Technical Services (U.K) Limited has effected insurance indemnity Specialist Technical Services (U.K) Limited liability in respect of such loss or damage shall not exceed the greater of (i) the amount of the payment made by the Client to Specialist Technical Services (U.K) Limited in respect of Specialist Technical Services (U.K) Limited charges for the Project and (ii) the amount (if any) paid to it under such policy PROVIDED THAT if the Client fails to notify Specialist Technical Services (U.K) Limited immediately of any loss, damage or circumstances which may give rise to claim under such policy and Specialist Technical Services (U.K) Limited is thereby prevented from claiming under such policy Specialist Technical Services (U.K) Limited liability shall be no more than set out in Condition 35.(d). The limit of such insurances shall be notified upon request.
Any notice given hereunder may be delivered in person by letter or be sent by first class post or facsimile to the Specialist Technical Services (U.K) Limited registered address, in the case of notices to us, and to the address last notified by you to Specialist Technical Services (U.K) Limited, in the case of notices to you.
We each agree that where appropriate, we may communicate with each other over the internet (including by way of email).
We each recognise that the internet is inherently insecure, and that data can become corrupted, altered, communications may not always be delivered promptly (or at all, including junk folders) and that other methods of communication may be more appropriate. Electronic communications are also prone to contamination by viruses. Each of us will be responsible for protecting our own systems and interests and we will be each responsible for our own systems, on any basis for loss, damage or omission in any way arising from the use of electronic data (including email) as a form of communication.
If we should merge with another Company, or transfer our business to another legal entity, including a Partnership, Limited Liability Partnership or Company (a “Successor Firm”) then our work instruction with you shall not automatically terminate by reason of such merger or transfer. You agree that the Successor Company is automatically appointed by you, so that continuity of service can be provided.
This document shall be governed by the Laws in England and Wales. Any provisions of these Standard Terms & Conditions of Business which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be altered to the extent where they become enforceable only, or at worst case; ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.