Terms and Conditions for Supply of Services between ATSPACE Ltd. (the Company) and ****** (the Client)

Definitions

1.1. The Company shall mean ATSPACE Ltd and, where the context permits, its employees, agents, or subcontractors. The Client shall mean any person, firm, or corporate body that instructs or is co-sponsor with The Company to carry out test investigations, research, or similar work. Equipment shall mean plant, machinery, or other devices of any kind in respect of which The Company undertakes to carry out tests, make investigations, or issue reports, certificates, information, or advice.

General Terms

2.1. All research, testing, services, or projects of any kind (hereinafter referred to as The Project) carried out by ATSPACE Ltd (ATSPACE) is carried out subject to the following terms and conditions. Acceptance of any proposal or placement of an order by a Client of ATSPACE (the Client) shall be deemed to include the acceptance of these terms to the exclusion of any other terms.

2.2. These conditions shall apply to all work undertaken by The Company for the Client, and no additions or variations to these conditions shall apply unless agreed in writing. Suppose the Client is an agent acting on behalf of a principal. In that case, the obligations of the Client may be transferred to the principal provided that The Company has agreed in writing to this arrangement before being given instructions to proceed with the work.

 Quotations and Orders

3.1. Any quotation by ATSPACE does not constitute an offer, and ATSPACE reserves the right to withdraw or revise the same at any time prior to ATSPACE’s acceptance of the Client’s order. Prices in quotations are exclusive of duties, taxes, and additional costs arising from delays or extra work required due to the Client’s actions.

3.2. Prices quoted or accepted by ATSPACE shall be exclusive of all duties and taxes in respect of The Project and exclusive of any export and/or import duties on any services involved in The Project, all of which shall be paid by the Client. ATSPACE Ltd will charge VAT at 20% (the current prevailing rate) without exception unless the Client provides an HMRC zero-rating certificate or an HMRC letter advising the appropriate rate to be charged.

3.3. Payment shall be made in accordance with these Terms and Conditions. Subject to any special terms agreed in writing between the Client and ATSPACE, ATSPACE shall invoice the Client on or at any time after delivery of the Services. The full price will be requested to be paid upon placing an order unless otherwise agreed in writing between the Client and Supplier. Clients with approved credit accounts within limits shall pay all invoiced amounts within 30 days of the date of ATSPACE’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing. ATSPACE reserves the right to withhold certification or reports prior to payment. Receipts for payment will be issued on request. ATSPACE shall have the right to charge interest on overdue accounts at the appropriate rate, pursuant to the Late Payment of Commercial Debts (Interest) Act (1998), at 8% above the Bank of England base rate until payment in full is made, plus an administration charge of £75 plus VAT per letter issued. Failure to make payment within 90 days of the due date may result in the matter being referred to debt collection agents whose charges will be added to and payable with the invoice debt.

3.4. Price Adjustments: If a job has been booked or paid for and is not carried out within 90 days due to delays beyond our control, ATSPACE reserves the right to adjust the price to reflect changes in economic conditions and costs that are beyond our control. We will provide written notice to the Client detailing the reasons for the adjustment and the new price. Clients will have the option to accept the new price or cancel the service with a full refund.

Liability and Risk

4.1. The Company shall exercise all reasonable skill, care, and diligence in the discharge of its duties and in producing any report, certificate, information, or advice. However, The Company shall not be liable for any loss or damage, whether direct or indirect, arising from the use of reports, certificates, information, or advice issued by it.

4.2. The Company shall not be liable for any damage, loss, or expense suffered by the Client due to any delay in carrying out any test, investigation, or consultancy or in issuing any reports, certificates, information, or advice to the Client.

4.3. The liability of The Company for loss or damage to any equipment on its premises by fire, theft, or accident shall be limited to £100 or the cost of manufacturing such equipment if less than £200.

4.4. The Company shall not bear any liability for any damage to the equipment arising from or attributable to tests, investigations, or consultancy undertaken by The Company. The Company shall not be liable for any errors or losses resulting from the Client's failure to clearly identify any equipment submitted for testing.

Work at the Client’s Property

5.1. ATSPACE will take reasonable care while working at the Client’s property, but the Client assumes all associated risks. The Client gives full and unrestricted permission to ATSPACE for data collection and required testing. ATSPACE reserves the right to refuse to continue with the contract if the property is deemed unsafe, with a cancellation charge payable by the Client.

Intellectual Property and Confidentiality

6.1. The final product of any work developed or arising in the course of carrying out any project for the Client shall remain the property of ATSPACE until full performance or satisfaction of the Client’s obligations. The Client shall, except with prior written consent, keep such work confidential and not divulge or use it for the benefit of any other person.

6.2. No report or certificate issued by The Company shall be used in any legal or arbitration proceedings without the consent of The Company except as required by law. No report or certificate shall be published except in whole without prior written permission.

Data Security

7.1. ATSPACE will comply with the Data Protection Act 1998 and similar legislation. Personal data will only be processed to provide email, phone, or postal correspondence between the company and the Client.

Indemnity

8.1. The Client agrees to indemnify ATSPACE against any third-party claims arising from the Client’s breach of contract or negligence.

Dispute Resolution

9.1. Any dispute arising from these conditions or the interpretation thereof shall be referred to arbitration by a single arbitrator mutually agreed between the parties or by an arbitrator nominated by the President of the Institute of Arbitrators, in accordance with the Arbitration Act 1950 and English law.

Additional Provisions

10.1. Charges for work shall be in accordance with a quotation submitted to the Client by The Company. In the absence of written confirmation of acceptance, once ATSPACE has visited a site or premise to undertake work, the Client is deemed to have fully accepted these terms and conditions.

10.2. Quotations shall be valid for 60 days from their date of issue unless agreed otherwise.

10.3. Testing will normally be carried out in accordance with the standards laid down by the British Standards Institution or other recognised authority. If such standards are not applicable, testing will be carried out according to a specification agreed before the commencement of the testing.

10.4. All services issue a checklist relevant to the job, which must be adhered to for the test(s) or service to be carried out. Negligence from the Client will incur a retest or abortive fee.

10.5. Once an order is agreed or services are commissioned, ATSPACE reserves the right to not issue refunds. Cancellations or changes made less than 48 hours before an agreed test date will be subject to a 100% cancellation fee.

10.6. Quotations allow for carrying out the test during normal site hours of 08:00-17:00, Monday to Friday. Additional charges will apply for attendance outside these hours.

10.7. ATSPACE will not be responsible for damage caused to finishes or paintwork during the testing process.

Termination

11.1. ATSPACE will be entitled to terminate the contract at any time with good reason, including:

• If any matter prevents ATSPACE from acting on the Client’s behalf, including a conflict of interest.
• If the Client does not settle ATSPACE’s invoices in accordance with the agreed terms.

11.2. By instructing ATSPACE, the Client agrees that communication may be made by email, accepting the associated risks.

Liability Limitations

12.1. Except in the case of death or personal injury caused by ATSPACE’s negligence, ATSPACE’s liability under or in connection with this agreement, whether arising in contract or negligence, breach of statutory duty, or otherwise, shall not exceed £5,000,000 (five million pounds sterling).

12.2. Neither party shall be liable to the other for any indirect or consequential loss, including economic loss or other loss of turnover, profits, business, or goodwill.