General Terms and Conditions of Business

1. Definitions and Interpretation 

 In these terms and conditions: – 

“Agreement” means these terms and conditions together with the Order Confirmation.  

“Attendance Fee” means the expected price for the Services as reflected in the Order Confirmation. 

“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority using any of JR Group services and includes their successors or personal representatives. 

“Customer Equipment” means any equipment or devices which is involved in the provision of Services by JR Group. 

“Deliverables” means Documents and materials (and drafts thereof), opinions, advice and recommendations developed or produced by JR Group or its employees, agents or sub-contractors in relation to the Services in any form (and whether written or oral), including but not limited to Results. 

“Document” includes in addition to any document in writing any drawing, map, plan, diagram, certificate, design, picture or other image, tape, disk or other device or record embodying information in any form. 

“the Contract Price” means the price for the Services as set out in the Order Confirmation (if any). 

“Equipment” means items comprising hardware, equipment or software, or any combination thereof, whether or not as part of a System and as set out in the Order Confirmation. 

“Instruction” means the order from the Customer for the Services. 

“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon. 

“Lighting Services” means the installation, testing and/or maintenance of lighting Systems. 

“Minimum Order Value” means the cost JR Group of the labour required to perform the Services which would not otherwise be recouped by us if the work does not proceed as agreed. 

“Order Confirmation” means the email or letter sent to the Customer which sets out (as applicable) the Services to be provided, price, estimated completion time and such other specific contractual terms as may be appropriate. 

 “JR Group” and “We / Us / Our” means JR PAT Testing Limited, a company registered in England and Wales (Company no 08988737) and with its registered office C/O 2 Pynewood House, 1A Exeter Road, Ivybridge, PL21 0FN.

“Results” electrical testing results and certificates (as applicable) following completion of Services. 

“Services” means the services to be provided by JR Group as set out in the Order 

Confirmation. 

“Site” means the site, location, ground or premises where the Services are being provided. 

“System” means an electrical or lighting system. 

“Testing Services” means PAT, electrical or other testing and certification Services. 

“Working Day” means Monday to Friday and excludes 25th December, 26th December, 1st January and 2nd January.  

“Writing” includes any written paper document, any fax and any email correspondence. 

2. Conditions 

1. Unless otherwise stated in writing, all orders are accepted subject to these terms and conditions as stated herein and the Customer by authorising or allowing work to proceed is deemed to have acknowledged this fact. 
2. These terms and conditions should be read together with the Order Confirmation. If there is any conflict between the Order Confirmation and these terms and conditions, the provisions of the Order Confirmation shall prevail.  

3. No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of JR Group and the Customer.  

4. JR Group’s employees, agents or sub-contractors are not authorised to make any representations concerning the Instruction or any other aspect of this Agreement unless such authority is confirmed by JR Group in advance in writing.  In entering into the Agreement the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed. 

3. Changes 

3.1 At the point of sale, the Customer will be advised of dates for the performance of the Services. The Customer must inform JR Group within 24 hours if these dates are unsuitable and the customer wishes to change them. Failing such notification, the dates will be reflected in the Order Confirmation and will form part of the Agreement between the parties. Failure by the Customer to request to change or cancel the dates the full cost Order Confirmation will be charged. 

3.2 If delivery of the Services is impeded or delayed by the Customer, his contractors or third parties so as to change the requirements, scope or duration of the Services, JR Group shall advise the Customer of the effects including any increase in the Contract Price and the Agreement shall be modified to reflect such changes. 

4. Customer Obligations 

4.1 The Customer shall co-operate with JR Group in all matters relating to the provision of the Services and, without prejudice to the foregoing generality, shall ensure that JR Group is provided in good time with all information, decisions and/or approvals which JR Group requires for provision of the Services and shall provide any additional assistance which JR Group may reasonably request.  

4.2 The Customer shall: – 

4.2.1 provide for JR Group and its employees, agents and sub-contractors in a timely manner and at no charge, access to such premises and other facilities, data and material as may be reasonably requested by JR Group. 

4.2.2 be responsible at its own cost for preparing and maintaining the premises for the provision of the Services including identifying, monitoring, removing and disposing of any hazardous materials from the premises in accordance with all applicable laws before and during the provision of Services at those premises and informing JR Group of all of its obligations and actions under this condition; and 

4.2.3 inform JR Group of all health and safety rules and regulations and any other reasonable security requirements that apply at any such premises.  

4.3 If our performance is inhibited or prevented due to prolonged waiting times caused or imposed by the customer, or inaccessibility to certain areas or equipment, JR Group may have to make a return visit which may incur an additional charge.

4.4 If JR Group’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or any of its officers, employees, agents or sub-Contractors JR Group shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay. 

4.5 The Customer shall be liable to pay to JR Group on demand all reasonable costs, charges and losses sustained or incurred by JR Group (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract. 

5. JR Group’s Duties 

5.1 When JR Group provides a quotation or estimate or accepts an order for work which would lead to the issue of Results or other Document, this should not be taken to imply that we will issue such Results or Document.  

5.2 JR Group shall exercise reasonable skill, care and diligence in the performance of the Services, in accordance with the standards of a qualified and competent contractor experienced in carrying out work of a similar scope and complexity to the Services. 

5.3 JR Group shall use reasonable endeavours to provide the Services in accordance in all material respects with the Customer’s Instruction and the Order Confirmation (where applicable). Any time or times for the provision of the Services shall be an estimate only and time shall not be of the essence of the Agreement.  

5.4 Upon the cancellation of the Agreement by the Customer pursuant to clause 7.1 and subject to the Customer’s compliance with clause 6, JR Group shall as soon as reasonably practicable refund all sums paid by the Customer to JR Group pursuant to the Agreement and shall raise and provide the Customer with a credit note accordingly. 

5.5 JR Group shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Site and that have been communicated to it. JR Group shall not be liable under the Agreement if as a result of such observation it is in breach of any of its obligations under the Agreement. 

5.6 In order to comply with its duty of care and any statutory duties, JR Group reserves the right to at any time notify the relevant authority of any serious breach of any health and safety or protection legislation, regulation, order, rule or other legal requirement which JR Group discovers in connection with the provision of the Services. 

6. Payment 

6.1 Payment arrangements will be as detailed in the Order Confirmation.

6.2 Payment: 

6.2.1 The invoice will be issued following completion of the Services and will be payable within 30 days.  If payment is not received when due, JR Group will not validate any testing and may discard any results or certification. In addition, the provisions of clause 6.3 will apply.  

6.3 If the Customer fails to make payment within the period specified in clauses 6.2 then, without prejudice to any other right or remedy available to us, we shall be entitled to: – 

6.3.1 Suspend performance of the Services; and/or 

6.3.2 cancel the Agreement; and/or 

6.3.3 charge a late payment fee

6.3.4 refer the matter to an independent debt recovery firm, in which case the Customer will be responsible for the debt recovery fees amounting to 15% of the unpaid sum.  

6.4 Late payments may attract an additional administration handling fee and charge may be made for reminder letters.

6.5 The Customer shall not be entitled by reason of any set-off, counterclaim, abatement, or other deduction to withhold payment of any amount due.  

6.6 Title in any Deliverables shall remain with JR Group until full payment has been received. Until all sums owed by the Customer to JR Group arising from any Services supplied under this Agreement are paid in full by the Customer to JR Group, the property in the Deliverables including any Results or certificate(s) shall remain in JR Group.   

6.7 In the event that payment in full is not received by JR Group: – 

6.7.1 the Customer hereby grants to JR Group the right to enter upon the Site and/or the Customer’s land or buildings and agrees to procure a right of entry into anywhere else where the Deliverables are located or stored, for purposes of repossessing the Deliverables; and 

6.8.2 any testing carried out will be invalidated and all parts and labels attached to appliances / electrical boards must be returned to JR Group. 

7. Termination 

7.1 A party (‘the Initiating Party’) may terminate this Agreement with immediate effect by written notice to the other party (‘the Breaching Party’) on or at any time after the occurrence of one or more of the following events:- 

7.1.1 the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it; 

7.1.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party’s winding up or the presentation of a petition for the Breaching Party’s winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party’s obligations under this agreement; 

7.1.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party; 

Or 

7.1.4 the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally. 

7.2 JR Group may for any reason terminate the Agreement without liability to the Customer on giving to the Customer not less than 7 days written notice to that effect. After such termination and subject to the Customer’s compliance with clause 7.3, JR Group shall refund all sums paid by the Customer to JR Group pursuant to the Agreement and shall raise and provide the Customer with a credit note accordingly. 

7.3 On termination of the Agreement for any reason: 

7.3.1 the Customer shall immediately pay to JR Group all of JR Group’s outstanding unpaid and uncredited invoices and interest and in respect of Services provided but for which no invoice has been submitted JR Group may submit an invoice which shall be payable immediately on receipt.  

7.3.2 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected. 

8. No Waiver 

Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. Any waiver by a party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement. 

9. Force Majeure 

9.1 Neither party shall be liable for any breach of these terms caused by matters beyond their reasonable control, including but not limited to, Acts of God, fire, lightening, explosion, war, disorder, flood, industrial dispute (whether or not involving our employees), failures or interruptions of electricity or water supplies, weather of exceptional severity or acts of local or central government or other authorities.  

9.2 Without prejudice to the generality of clause 9.1, JR Group will not be liable for delays to the Completion Date due to weather conditions or other matters beyond our reasonable control. 

10. Severability 

If any provision of this Agreement 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 severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect. 

11. Customer Satisfaction and Disputes 

11.1 Satisfaction with the quality of the Services provided is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning 0333 772 2155. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.  If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. 

12. Confidentiality 

12.1 JR Group and the Customer shall keep confidential all information of the other party, whether designated as confidential or not, obtained under or in connection with the Agreement and shall not divulge the same to any third party without the written consent of the other party. The provisions of this clause shall not apply to any information in the public domain otherwise than by breach of the Agreement; or information obtained from a third party who is free to divulge the same. 

12.2 JR Group may refer to the Agreement or to the fact that the Customer is the Consultant’s Customer with the prior consent of the Customer which shall not be unreasonably withheld. 

13. Intellectual Property and Reports 

13.1 All Intellectual Property and any other rights in the Deliverables shall remain vested in and be owned by JR Group at all times. 

13.2 Subject always to payment in full of the Contract Price for the Services performed, JR Group shall grant the Customer a royalty-free license to reproduce Results for the Customer’s own use, provided always that the Report shall be used exclusively for its original intended purpose. 

13. Indemnity 

The Customer hereby indemnifies and holds harmless JR Group against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by JR Group in connection with the Agreement because of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third-party legal action or threatened action. 

14. Liability 

14.1 Notwithstanding any other provision in this agreement, JR Group’s liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited. 

14.2 JR Group’s entire liability to the Customer in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the Contract Price. 

14.3 JR Group shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer, even if the loss is reasonably foreseeable or JR Group has been advised of the possibility of the Customer incurring it. 

14.4 Without prejudice to the foregoing generalities, JR Group will not be held responsible for any losses arising from the supply by the Customer 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 or respond promptly to communications from us or other relevant authorities. 

15. Remedies 

The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law. 

16. Assignation 

The Customer shall not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement in whole or in part without the prior written consent of JR Group, which consent shall not be unreasonably withheld or delayed. JR Group may subcontract, assign or transfer our obligations or rights to a competent third party or to any associated company whether in whole or in part. 

17. Entire Agreement 

These terms and conditions together with the Order Confirmation set out the entire understanding of the parties with respect to their subject matter and replace any prior agreements or understandings or representations (unless fraudulent), whether written or oral. 

18. Jurisdiction 

 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England shall have non-exclusive jurisdiction. 

ADDITIONAL TERMS APPLICABLE TO PAT TESTING SERVICES

A1. Products are tested in the manner prescribed by the appropriate Standard and information provided by the Customer. Specific tests may be omitted or alternative tests conducted at the discretion of the approved engineer when a suitable engineering judgement can be made. 

A2. Results of tests are for the specific equipment tested on the day. Test results in no way infer that all subsequent equipment will produce identical results. 

A3. Any site-specific PPE is to be supplied by the Customer. 

A4. Working in hazardous areas. JR Group reserves the right for its engineers to refuse to work in an area that they believe to be unsafe. 

A5. Work in hazardous operating environment. Where work is undertaken in an environment where damages or loss to JR Group equipment may occur, without negligence or misuse being involved, the cost of repair or replacement due to any damage or loss will be recharged to and paid by the Customer. 

A6. Items that must not be switched off. The Customer is expected to make our engineer aware of any items that cannot be switched off. If our engineer is not made aware of any equipment that cannot be switched off, JR Group will accept no responsibility for any damaged caused or any loss of work. 

A7. Powering down computers. In order to conduct a full fixed wiring test or a portable appliance test, each piece of equipment must be isolated from the mains and subsequently, each computer must be shut-down and switched off. JR Group asks that this is done by the user of the computer so as to avoid any loss of work. It should be noted that when working under a desk with multiple computers, it is possible to disconnect the wrong equipment and for this reason, JR Group asks that all users at any one desk shuts down their computers – if this has not been done, JR Group will accept no responsibility for loss of users work. If JR Group engineers have to shut-down computers, JR Group will accept no responsibility for loss of files or work.  If it is not possible to shut down and switch of equipment, then a visual only test will be carried out.

A8. Testing of detachable power leads. IEC leads and detachable power leads are tested as separate items as per IEE and HSE guidance. Each detachable power lead is subject to its own specific test and entered on the result individually. Each of these leads is charged separately. 

A9. Server room equipment. Visual tests only will be carried unless the Customer specifies in writing that server room equipment is shut down and disconnected from the mains before testing can be carried out on it.  JR Group accepts no responsibility or liability for loss of data as a result of server equipment being shut down.