1.0 Definitions:

1.1 Agreement means these terms and conditions and any special terms and conditions incorporated herein or included in the written proposal (if any). The special terms and conditions shall rank equally with these terms and conditions and in the case of conflict between them, the special terms and conditions shall have precedence over these terms and conditions.

1.2 ‘Client’ means a person, company or other legal entity by which work is commissioned, including parent companies and/or subsidiaries.

1.3 ‘XACTX GROUP’ refers to XACTX GROUP Limited.

1.4 ‘XACTX GROUP’ is a trading name of XACTX GROUP Limited.

1.5 ‘Services’ means the work which is to be earned out under this agreement and includes the supply of information and the provision of opinions.

1.6 ‘Quotation’ is the fixed price XACTX GROUP Limited will charge to provide the specified services. The quotation forms part of this Agreement. Where the price is based on information supplied by the Client, XACTX Limited reserves the right to refuse to undertake the work, or to issue a new Quotation if it transpires that the information supplied by the client is inaccurate or misleading.

2.0 Term & Termination:

2.1 Either party may terminate this Agreement forthwith on written notice to the other party at any time if: after 10 days’ notice the other party fails to perform or observe any provision of its part of this Agreements or, the other party becomes insolvent, or is unable to pay its debts when due or ceases to carry on business or a substantial part thereof, or has a receiver (administrative or otherwise) appointed over any part of its assets, or commits an act of bankruptcy or is adjudicated bankrupt, or enters into liquidation whether compulsory or voluntary (except for the purposes of an amalgamation or reconstruction), or makes an arrangement with its creditors, or has its assets assigned or in the case of the Client only is engaged in a merger, or amalgamation or a change in key management or a material change of control; at which point XACTX GROUP Limited shall be paid by the Client for all work done under the Agreement at normal daily rates inclusive of profit margin plus a disruption charge of 10% of the Agreement value.

2.2 XACTX GROUP Limited has the explicit right to terminate any projects where the client has attempted to bribe, bully or coerce the staff or contractors of XACTX GROUP Limited, subject to appeal.

3.0 Prices:

3.1 Unless otherwise stated, Quoted prices are valid for 60 days from the date of the quotation. Acceptance of the Quotation includes the acceptance of all the terms and conditions contained in this Agreement which shall have precedence over any oral representations or conditions contained in any order form or other document of the Client; and no variation shall be binding on XACTX GROUP Limited unless accepted in writing.

3.2 Where the quotation includes a daily rate, that rate shall be for a seven-and-a-half-hour day during normal working hours, and any further time shall be charged at premium rates.

3.3 Taxes, including Value Added Tax, are not included in prices and will be invoiced, if applicable as separate items at the prevailing rate.

3.4 Unless specifically stated in the Quotation, the cost of any travel and accommodation necessary to provide the Services and of any collection, delivery and insurance in transit of any goods, samples or other materials will be charged to the client in addition to the Quotation.

3.5 The price is fixed for the Service specified in the Quotation. Quoted days or on-site time is not quoted pro-rata and the overall project cost is firm based on the deliverables. Should an additional service be required that was not covered by the proposal or the specification of the work be changed during the provision of the service, XACTX GROUP Limited will make additional charges. The Client will be advised of this, and work will not proceed until these have been agreed in writing and an order number given against XACTX GROUP Limited terms and conditions.

3.6 Payment will be free of all bank and other charges. XACTX GROUP Limited may change credit terms without notice.

3.7 Full settlement of all invoices will be required before XACTX GROUP Limited will provide Services. Failure to pay on time will result in the project being placed on hold. The deliverable will not be delivered until payment in full is received.

3.8 Charges for Services not covered by this Agreement, work performed outside the normal working day at the Clients request and travel and expenses will be invoiced by XACTX GROUP Limited and paid by the Client as they are incurred at XACTX GROUP Limited standard rates.

3.9 If the Client fails to pay any sum when due or fails to perform under this or any other Agreement with XACTX GROUP Limited after 10 days written notice, XACTX GROUP Limited may discontinue performance under these terms. XACTX GROUP Limited shall be entitled to recover the cost of all Services performed under the Agreement to the date of termination, plus a disruption charge of 10% of the Agreement value expenses, costs of collection and legal fees, and interest on the amount due at the rate of 3% per annum above HSBC Bank base rate, calculated from the date due.

3.10 Where Services have been discontinued under the above clause, all future work under this Agreement may be undertaken only when the charges have been prepaid by the Client or against a bank guarantee.

3.11 If for any reason outside the control of XACTX GROUP Limited, the performance of Services within the scope of the issued Quotation is delayed for more than 6 months, XACTX GROUP Limited may invoice charges to date in excess of any initial payment made by the Client. XACTX GROUP Limited may also at their sole discretion terminate the Agreement whereupon further work will be the subject of a new agreement at the prices then prevailing.

3.12 Unless separately specified in the contract as ‘Firm’, travel expenses will be charged at cost as below and may be invoiced prior to traveling for customers without an account. Travel costs are reviewed yearly, and the current rates and costs associated with travel are provided below:

Air Travel is charged at cost. Without prior agreement, flights under 6 hours duration will normally be booked as economy and flights over 6 hours duration will normally be booked as business class. Food, Accommodation and Taxi/Car hire will be charged at cost. Mileage is charged from the registered XACTX Group Limited office at 65p/Mile. Travelling time and waiting time (including non-working weekends), if not agreed as part of this quote, is charged from the registered XACTX Group Limited office at £45/hour or £360/day, whichever is the lowest. Disturbance rate of £50 per night per person (Monday to Friday) £200 a night (Saturday and Sunday) is charged where staff are required to travel or stay overnight.

3.13 Where travel has been agreed and arranged (flights/hotels/taxi etc) and is then cancelled by the customer, a £250 admin fee will be applied to the project for re-booking and rescheduling.

4.0 Property and Copyright Rights:

4.1 XACTX GROUP Limited copyrighted training materials may not be copied for any purpose unless otherwise agreed in writing by XACTX GROUP Limited.

4.2 Reports, proposals and project plans supplied as part of this Agreement or in anticipation of it are confidential and may not be copied or shown to any third party without XACTX GROUP Limited authorisation.

4.3 XACTX GROUP Limited undertakes to maintain strict confidentiality over any proprietary material provided by the Client or his agents for the purpose of obtaining any XACTX GROUP Limited service. XACTX GROUP Limited also undertakes not to use or disclose any results of inspections, tests or assessments to any third party without written consent of the Client except as required by law.

5.0 Client’s Responsibilities:

5.1 To enable XACTX GROUP Limited to carry out the Service specified, the Client shall at his own expense undertake the following responsibilities as appropriate. XACTX GROUP Limited shall be excused from all liability for failure to provide Service to the extent that such failure arises from the Client’s failure to observe its responsibilities detailed below.

5.2 The Client will deliver the requested requirements under the Agreement on or before the date agreed between XACTX GROUP Limited and the Client, free of charge and at the client’s cost.

5.3 The Client will supply XACTX GROUP Limited with such operating instructions, supplies and consumables as would be required in normal operation of any equipment / documentation submitted for examination. XACTX GROUP Limited takes no responsibility for the validity of client supplied information or data.

5.4 The Client will supply all equipment and documents in a clean and safe condition commensurate with the work to be carried out. The Client will notify XACTX GROUP Limited if products or processes to which XACTX GROUP Limited staff or subcontractors will be exposed pose a potential health hazard and will provide any appropriate safety equipment. XACTX GROUP Limited may decline to undertake such work if in the sole opinion of its safety officer, the work poses a threat to the health or safety of XACTX GROUP Limited staff or subcontractors, to buildings or to the environment. 

5.5 The Client will appoint at least one contact who will be authorized by the Client to act on his behalf with regard to this Agreement on a day-to-day basis in dealing with XACTX GROUP Limited.

5.6 The Client will respond in a timely manner to any requests for information, operating instructions, and additional amendments to documentation or drawings or access to previous data. Any delay may result in the overall project being rescheduled. Any consequential loss and costs will be payable by the client.

5.7 The Client is responsible for the security of any proprietary and confidential information contained within the documents delivered to XACTX GROUP Limited.

5.8 The Client is responsible for all duties and taxes which may arise from the import or export whether permanent or temporary, of products to or from the UK. Duty will be invoiced directly to the Client by the shipping agents, and XACTX GROUP Limited will not accept goods for temporary importation which require duty to be paid.

5.9 The Client will comply with the regulations of the service and will immediately return to XACTX GROUP Limited any document which is revoked under the terms of this Agreement and will amend all documentation so as not to imply that the document still exists.

5.10 Where work is carried out On-site the Client will afford safe and unrestricted access by XACTX GROUP Limited staff to the plant and will provide appropriate protective equipment and instructions and comply with all health and safety and similar legislation for the protection of XACTX GROUP Limited staff.

5-11 Non-Solicitation: During the term of the contract and for two years after any termination of the contract, the client will not, without the prior written consent of the XACTX GROUP Limited either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed or contracted by XACTX GROUP Limited.

6.0 Warranty:

6.1 XACTX GROUP Limited warrants that all Service provided under this Agreement will he carried out using reasonable skill and care, as laid down by National and International Standards and Accreditation organisations in default of which XACTX GROUP Limited will re-perform such Service at its own cost. XACTX GROUP Limited will not accept responsibility for any claims made for any loss, consequential or otherwise, expense or damage arising out of Service performed unless XACTX GROUP Limited is proved by law to have been negligent.

6.2 XACTX GROUP Limited liability under this clause shall be in lieu of any warranty or condition implied by law as to quality or fitness for any particular purpose and to the extent permissible by law all other warranties or conditions expressed or implied by statute or otherwise are excluded.

7.0 Limitation of Remedies and Liability

7.1 The remedies provided herein shall be the client’s sole and exclusive remedies.

7.2 Unless expressly agreed XACTX GROUP Limited will not be liable for performance delays or for non-performance due to causes beyond its reasonable control.

7.3 Except as provided in this Agreement XACTX GROUP Limited shall not be liable to the Client for any direct losses: or indirect, special or consequential losses including but not limited to loss of anticipated profits, data, business, revenue, goodwill, or anticipated savings howsoever based.

7.4 XACTX GROUP Limited accepts no liability for any work done or expenditure incurred by the Client in anticipation of the issue of a deliverable, whether based on opinions expressed by XACTX GROUP Limited or not.

7.5 No government procurement regulations or Agreement clauses are binding on either party unless required by law or mutually agreed.

7.6 Notwithstanding the above XACTX GROUP Limited total liability under this Agreement (arising from Agreement, negligence or howsoever) for any one event or series of events shall not exceed the fee earned by XACTX GROUP Limited under the Agreement.

7.7 The Client hereby agrees to indemnify XACTX GROUP Limited, its employees, agents and subcontractors against all damages, losses, liabilities, actions, claims, expenses and costs whatsoever in respect of any claim that may be made against XACTX GROUP Limited, its employees, agents or subcontractors by any third party that may arise out of the provision of the Service or the client’s failure to perform its obligations hereunder. This indemnity will survive the termination of this Agreement.

7.8 Any delivery date or period referred to in the Quotation, or in subsequent agreements, is an estimate only and such dates or periods shall in no circumstances he construed as being of the essence of the agreement.

7.9 XACTX GROUP Limited accepts responsibility for normal safeguarding of the client’s property whilst on XACTX GROUP Limited premises. It does not accept and is indemnified by the Client, against any risk in the service performed or which cannot be reasonably foreseen, or those resulting from inaccurate or inadequate specification of the equipment provided by the client or from defective condition of the equipment, provided by the client.

8.0 General

8.1 Any disputes arising in connection with this Agreement will be governed by the laws of England and Wales. The parties agree to submit to the jurisdiction of the Courts of England and Wales.

8.2 If at any time any question, dispute, or difference shall arise between XACTX GROUP Limited and the Client in connection with these terms and conditions either may request that it should be referred to the arbitration of a person to be mutually agreed upon, or failing agreement, of some person appointed by the President of the Law Society for the time being. Such request shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1950 or any statutory modification or re-enactment thereof. In the case of certification, the appeals procedure laid down in the regulations shall apply in place of the above.

8.3 Any term of this Agreement which is held to be invalid will be deleted but the remainder of these terms will not be affected.

8.4 Neither party may assign any rights or obligations under this Agreement without prior written consent of the other party.

8.5 This Agreement constitutes the entire Agreement between XACTX GROUP Limited and the Client relating to transactions hereunder and supersedes any previous communications representations or additional or different terms and conditions. The client’s additional or different terms and conditions will not apply. The client’s delivery of equipment or acceptance of commencement of service will constitute acceptance of these terms and conditions which may not be changed except by a written amendment signed by an authorised representative.

8.6 Where the testing and assessment process is interrupted by redesign of the product or delays on the part of the Client, XACTX GROUP Limited will use its best endeavours to maintain the progress of the project. However, due to other loading pressure on the resources it may not be possible to recommence work on a project immediately it becomes available. XACTX GROUP Limited accepts no liability for such delays in recommencing the project.