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Business to Business Service Agreement
This Agreement is between:
London Xpress Calibration Ltd (Reg: 15192898) of 7 Holland Road London NW10 5AH (hereinafter known as the "Supplier") & your business seeking to purchase Service from the Supplier (hereinafter known as the "Client")
Words in the singular include the plural, and vice versa; any gender includes all others.
London Xpress Calibration Ltd (Reg: 15192898) of 7 Holland Road London NW10 5AH (hereinafter known as the "Supplier") & your business seeking to purchase Service from the Supplier (hereinafter known as the "Client")
Words in the singular include the plural, and vice versa; any gender includes all others.
1. Service & Definitions:
The Supplier agrees to provide calibration and/or technical Service as described in a "Job Form". All Service will be carried out professionally & in accordance with relevant standards & practices. All delivery dates & prices are estimated only. Time is not of the essence in the provision of Service.
"Standard calibration" means traceable calibration performed using UKAS-calibrated equipment, with measurements traceable to national standards through an unbroken chain of calibrations.
The Supplier reserves the right to subcontract any part of the calibration or repair services to qualified third-party providers. All subcontracted work will be performed to the same standards and specifications as if carried out directly by the Supplier. The Supplier remains fully responsible for the quality and delivery of all services, whether performed directly or through subcontractors.
"Standard calibration" means traceable calibration performed using UKAS-calibrated equipment, with measurements traceable to national standards through an unbroken chain of calibrations.
The Supplier reserves the right to subcontract any part of the calibration or repair services to qualified third-party providers. All subcontracted work will be performed to the same standards and specifications as if carried out directly by the Supplier. The Supplier remains fully responsible for the quality and delivery of all services, whether performed directly or through subcontractors.
2. Acceptance by Delivery:
The Client agrees that delivery of equipment—whether in person, by courier, or through any authorised agent or employee—constitutes acceptance of this Agreement. The Client confirms they have full authority to bind the business in all such dealings. By submitting equipment for calibration, the Client acknowledges that additional charges may apply for equipment requiring remedial work or failing calibration, and agrees to pay for all services rendered regardless of outcome. The Client has a duty to honestly disclose all known issues, defects, or problems with submitted equipment on the Job Form when asked "Any issues to report?". Failure to disclose known issues that result in additional diagnostic time or service complications may incur additional charges.
3. Pricing, Tariff & Service Overview:
3A. Standard Service Pricing: Standard calibration services will be charged at the rates applicable at the time of service delivery as specified in the Job Form or current tariff. Tariff, Information, Specifications, Delivery time & Service are estimated & may change without notice.
3B. Additional Services & Equipment Issues: Additional services beyond standard calibration will incur separate charges at current rates, including but not limited to:
3D. Free Re-Calibration Offer: If equipment that has failed calibration is repaired by the Client (or their authorised repair agent) and returned to the Supplier within one calendar month of the original collection date, the Supplier will provide one free re-calibration service. This offer applies only to the specific failed test parameters and requires proof of repair work undertaken. Standard charges apply for any additional issues discovered during re-calibration that were not present in the original test.
3B. Additional Services & Equipment Issues: Additional services beyond standard calibration will incur separate charges at current rates, including but not limited to:
- Equipment preparation (battery replacement, fuse replacement or reseating, cleaning)
- Battery leakage cleaning and corrosion removal (from past or present leakage events)
- Diagnostic testing for failed or malfunctioning equipment
- Technical consultation and repair recommendations
- Re-testing after Client remedial action (See 3D for free re-calibration offer)
- Extended testing time due to equipment issues
- Additional diagnostic time caused by undisclosed equipment issues
3D. Free Re-Calibration Offer: If equipment that has failed calibration is repaired by the Client (or their authorised repair agent) and returned to the Supplier within one calendar month of the original collection date, the Supplier will provide one free re-calibration service. This offer applies only to the specific failed test parameters and requires proof of repair work undertaken. Standard charges apply for any additional issues discovered during re-calibration that were not present in the original test.
4. Payment:
Payment is due in full when the equipment is ready for collection or dispatch. If paying by bank transfer, payment must be made well in advance to allow time for confirmation of receipt before collection. Calibration certificates, test reports, & equipment will only be released after payment has been received in full & verified. The Supplier reserves the right to withhold release of equipment & documentation in the event of non-payment or delayed bank transfer. Payment covers all work performed, including diagnostic services, failed calibrations, and technical recommendations. No refunds are provided for equipment that fails calibration due to Client maintenance issues. Payment is requested before collection. Where bank transfer payment is not received when requested, the Client will be asked to return after payment is confirmed. The Supplier reserves the right to charge an additional fee of £20 for payment delays that require additional time and follow-up.
5. Dispute Resolution and Public Feedback:
All grievance or complaint regarding the Service must be raised in writing within 7 days of delivery or collection. Both parties agree to seek resolution in good faith via private communication or mediation, and agree not to publish any negative feedback or disparaging public statements. The Supplier shall be given a reasonable opportunity to investigate & respond to the issue. Either party shall not be restricted from making truthful statements when required by law or in response to legal or regulatory enquiries.
6. Liability:
The Supplier shall not be held liable for any damage or failure caused by the Client's prior misuse, neglect, or poor maintenance of equipment, or for delays due to incomplete information or late payment. In the event of defective Service, including due to Supplier negligence, liability is strictly limited to the correction or re-performance of the Service. The Supplier excludes all liability for consequential, indirect, or incidental losses, including but not limited to loss of business, income, or reputation.
7. Client's Property & Equipment:
Client's property shall while it is in the possession of the Supplier or in transit to or from the Client be deemed to be at the Client's risk & the Client should insure it accordingly. All accessories (leads, bags, straps, cases) are left at the Client's sole risk and should be removed before service unless specifically required for calibration. The Client is responsible for ensuring equipment is in proper working condition before submission, including adequate battery charge and correct fuse installation.
8. Breach & Liquidated Damages:
In the event that the Client breaches Clause 5 (Dispute Resolution and Public Feedback) by publishing or distributing public feedback or negative statements without first submitting the issue in writing & allowing the Supplier a reasonable opportunity to respond. The Client agrees to pay liquidated damages of £650 per breach. This amount represents a fair & reasonable pre-estimate of the loss suffered by the Supplier, including but not limited to reputation harm, lost business, costs, & remedial action. This clause does not limit the Supplier's right to seek additional compensation where actual losses exceed the amount stated.
9. Zero Tolerance Policy:
We uphold a strict Zero Tolerance policy. Any act or threat of physical violence, intimidation, harassment, undue pressure, dishonesty (including lies or omissions), false statements, verbal abuse, coercion, or any request to falsify documentation (e.g., backdating) will not be tolerated under any circumstances. Clients who violate this policy may face immediate termination of Service & will be permanently banned from future services. We reserve the right to take further legal action if necessary.
10. CCTV Surveillance:
CCTV systems operate inside & outside our premises for security, monitoring, & crime prevention. These systems record video & audio. Recordings are stored securely & managed in compliance with UK data protection laws & ICO regulations.
11. Indemnity for Stolen Property:
The Client shall fully indemnify the Supplier against any claims, costs, or expenses arising from the provision of Service related to items that are later found to be stolen/unlawfully obtained, subject to ownership disputes, or involved in unresolved commercial transactions including trade-ins or purchase agreements.
12. Equipment Retention & Storage:
Equipment not collected within 30 days of notification may be subject to storage charges of £10 per item per week. Equipment left uncollected for more than 90 days may be disposed of at the Supplier's discretion after providing 14 days written notice to the Client via mobile text and/or email. The Client remains liable for all service charges and storage fees regardless of collection status.
13. Data Protection & Confidentiality:
Both parties acknowledge that confidential information may be exchanged during the provision of Service. Each party agrees to maintain the confidentiality of such information and comply with applicable data protection laws including UK GDPR. Technical data, calibration results, and business information shall not be disclosed to third parties without written consent, except as required by law or regulation.
14. Data Use and Marketing:
The Supplier is registered with the Information Commissioner's Office (ICO Ref: ZB632944). By accepting this Agreement, the Client agrees that the Supplier may use their business contact details for marketing purposes, including promotional materials and service updates, and may share their contact information with selected third parties for legitimate business purposes. The Client may withdraw this agreement at any time by written notice. All data processing will be conducted in accordance with UK data protection laws and the Supplier's Privacy Policy.
15. Copyright and Intellectual Property:
All calibration certificates, test reports, and documentation issued by the Supplier remain the intellectual property and copyright of the Supplier. The Client may not reproduce, copy, distribute, or create derivative works from any such documentation without the prior written approval of the Supplier. This restriction does not prevent the Client from using the certificates for their intended business purposes or sharing them with regulatory bodies or customers as required for compliance or business operations.
16. Force Majeure:
Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, epidemic, pandemic, government regulations, civil unrest, strikes, labour disputes, transportation disruptions, supply chain failures, or equipment breakdowns. The affected party must promptly notify the other party in writing and use reasonable efforts to mitigate the impact. Performance obligations shall be suspended during such events and resume when circumstances permit.
17. Health & Safety:
The Client warrants that all equipment submitted is safe to handle and free from hazardous materials, contamination, or dangerous substances. The Client must disclose any known safety risks, previous exposure to chemicals, radioactive materials, or biological hazards, including any history of battery leakage or corrosion. The Supplier reserves the right to refuse service or charge additional handling fees for equipment requiring special safety precautions.
18. Nature of the Agreement:
This Agreement represents the complete & exclusive understanding between the parties regarding its subject matter. Any amendments must be made in writing & signed by authorised representatives of both parties. A delay or failure by either party to exercise any right under this Agreement shall not constitute a waiver of that right. Similarly, a waiver of any breach shall not be considered a waiver of any subsequent breach. If a court or competent authority finds any provision of this Agreement to be invalid or unenforceable, the remaining provisions shall remain in full force & effect.
19. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the English courts.
Version 29 10/07/2025 - All prior versions superseded.
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