Last Updated March 11, 2024
Crover provide testing services for hardware products. The Customer agrees to obtain and Crover agrees to provide the Services (as defined below) on the basis set out in these terms.
The Customer should pay special attention to clause 5.
1 INTERPRETATION
1.1 Definitions
Applicable Laws: all applicable laws, statutes, regulations from time to time in force.
Applicable Data Protection Laws: means:
(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, including the Data Protection Act 2018.
(b) To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union which relates to the protection of personal data.
Business Day: a day, other than a Saturday, Sunday, UK campus building closed days as per the Heriot Watt University website (https://www.hw.ac.uk/study/apply/uk/academic-calendar.htm) or public holiday in Scotland, when banks in Edinburgh are open for business.
Charges: the sums payable for the Services.
Completed: the date on which Crover has completed the Services and provided the Testing Report to the Customer.
Crover: Crover Ltd, trading as Crover Testing Services, a company registered in Scotland with company number SC597529.
Customer: the person purchasing the Services via the Website.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Crover in connection with the Services, including the items provided pursuant to clause 4.1(c).
Deliverables: any output of the Services to be provided by Crover to the Customer including the Testing Report.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Purchase Order: orders issued by the Customer indicating the specific Services required.
Samples: the samples that the Customer wishes Crover to Test.
Services: conducting the Tests and providing a Testing Report.
Tests and Testing: the testing, assessment, analysis of Samples, and any related activities purchased via the Website. This may include functional testing, performance testing, compatibility testing and quality assurance.
Testing Report: the report or results summary provided to the Customer by Crover detailing the outcome of the Tests.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax chargeable in the UK.
Website: the website generally available at https://testingservices.crover.tech/.
1.2 Clause and paragraph headings shall not affect the interpretation of these terms.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 Reference to legislation or a legislative provision is a reference to it as it is in force as at the date of these terms.
1.8 A reference to writing or written includes email.
1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10 A reference to these terms or to any other agreement or document referred to in these terms is a reference of these terms and conditions or such other agreement or document, in each case as varied from time to time.
1.11 References to clauses are to the clauses of these terms.
1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 COMMENCEMENT AND DURATION
2.1 The agreement between Crover and the Customer shall commence on the date the Customer accepts these terms and completes its purchase of the Services.
2.2 The agreement shall continue, unless terminated earlier in accordance with clause 13 (Termination), until the date the Services are Completed when the agreement shall terminate automatically without notice.
3 CROVER’S RESPONSIBILITIES AND RIGHTS
3.1 Crover shall use reasonable endeavours to supply the Services and deliver the Deliverables to the Customer:
(a) in accordance with these terms and the descriptions on the Website, in all material respects; and
(b) with the standard of care and skill expected of a reputable and qualified professional in the field.
3.2 Crover shall use reasonable endeavours to meet any performance dates or lead times specified by Crover on its Website (or otherwise) but any such dates shall be estimates only and time for performance by Crover shall not be of the essence.
3.3 Crover shall supply the Services purchased by the Customer in accordance with these terms, however, Crover reserves the right to modify, update, or discontinue any services (including the Services) listed on the Website or in a Crover catalogue at any time, without notice.
3.4 The Customer shall be the only party permitted to provide instructions and information to Crover in respect of the Services unless the Customer provides written notification that Crover is permitted to accept instructions and information in respect of the Services from a third party.
4 CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) co-operate with Crover in all matters relating to the Services;
(b) provide to Crover in a timely manner the Samples and all documents, information, items and materials in any form (whether owned by the Customer or third party) required for the supply of the Services or otherwise reasonably required by Crover in connection with the Services and ensure that such documents, information, items and materials are accurate and complete in all material respects;
(c) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Crover to provide the Services, including in relation to the use of all Customer Materials;
(d) not submit any Samples for Tests that could pose a threat to human health, safety, or welfare, or could cause harm to animals, including firearms, explosives, or any other items deemed dangerous or harmful by Applicable Laws. Crover reserves the right to refuse Testing of any such items;
(e) notify Crover in writing and in advance of Crover (i) commencing the Tests of hazardous materials or any dangers in respect of the Samples and (ii) performing the Tests in respect of such Samples;
(f) provide complete and accurate information when purchasing the Services via the Website or via a Purchase Order; and
(g) ensure that the Customer Materials required for Crover to perform the Services are successfully received by Crover at the address specified.
4.2 The Customer is aware that these Services are intended for professional and business purposes. The Customer has had the opportunity to properly consider the terms and has taken legal advice where necessary.
5 TESTING AND TEST REPORTS
5.1 Provision of the Samples
(a) The Customer shall ensure that the Samples are received by Crover at Crover, The National Robotarium, Boundary Road North, Third Gait, Edinburgh, EH14 4AS.
(b) Crover shall not commence the Tests until it has received:
(i) the Samples;
(ii) full payment of the Charges;
(iii) details of the Customer’s order and standard pre-testing information; and
(iv) responses to Crover’s additional information requests (together with standard pre-testing information, the “Pre-Testing Information”).
(c) Notwithstanding clause 3.2, the lead time specified on the Website begins from the date all of the Pre-Testing Information is received by Crover.
5.2 Refunds
(a) Crover shall not refund Charges paid by the Customer if any of the Pre-Testing Information is not received by Crover.
(b) Crover is permitted to cancel the Test(s) at any time, without notice. If Crover exercises this right Crover shall refund the Customer the original Charges paid by the Customer in respect of the specific Test that was cancelled by Crover.
5.3 Customer presence at Tests
(a) Tests are conducted by Crover without the presence of the Customer. The Customer may only attend the Tests if:
(i) prior to order confirmation, the Customer has provided a written request for a Customer representative to attend the Tests (no later than 24 hours prior to commencement of the Tests) and Crover has provided its written consent; and
(ii) the Customer is responsible for ensuring that any representative permitted by Crover to attend the Tests maintains confidentiality including in relation to the tests and processes of Crover and in connection with other information it observes or learns while attending the Tests. If requested, the Customer shall procure that its representative must themselves enter into confidentiality terms equivalent to those set out in clause 11 of these terms.
(iii) Crover reserves the right to withdraw its consent for the Customer representative(s) to attend the Tests at any time and without notice.
(b) If a Customer representative is permitted to attend the Testing, such Customer representative shall at all times comply with Crover’s instructions and policies including its health and safety policy.
5.4 Testing Reports
(a) Crover shall email each Testing Report to the email address provided by the Customer at the time of purchase.
(b) The Customer can request to receive an individual Testing Report in the formats described in Schedule 1 or a combined Testing Report format of options 1 and 2 as described in Schedule 1, or individually in any of the available Schedule 1 formats.
(c) Crover may withdraw any issued Testing Report by revoking the Customer’s licence to use the Testing Report under clause 8.2 if:
(i) it is discovered that the Testing Report should not have been issued either due to incorrect, inaccurate or false information provided to Crover or due to Crover’s error; or
(ii) the Customer breaches these terms; or
(iii) due to an ATEX, UKEX or IECEx decision sheet.
(d) If a Testing Report is withdrawn, this withdrawal will be communicated to the Customer including by the sending of a Testing Report with a "WITHDRAWN" watermark, accompanied by an email or letter informing the Customer of the reason for withdrawal. The Customer shall not rely on or otherwise use a withdrawn Testing Report (whether containing the watermark or otherwise).
(e) Subject to sub-clause 5.4(d) above, the Customer is permitted to reproduce the Testing Report in its entirety for internal business purposes. However, any modifications or alterations are only permissible as outlined for option 2 in Schedule 1. The Customer shall refrain from any other form of document manipulation.
(f) The Customer shall not make any statement or representations regarding the Tests or the Testing Report or use the Testing Report or the results of the Tests in a manner that is misleading, could bring Crover into disrepute or damage Crover’s reputation (as deemed by Crover acting reasonably).
(g) Any public announcements in respect of the Tests, results of the Tests, the Testing Report, or these terms (including reference to the Tests, Tests, results of the Tests, the Testing Report, or these terms in the media such as brochures or advertisements) must be pre-approved in writing by Crover.
6 DELIVERY AND RETURNS
6.1 Crover shall return the Samples to the Customer either:
(a) via UK shipping (selected by Crover) to the nominated Customer delivery address. Crover shall not be liable for any loss or damage to the Samples during the shipping process and so the Customer shall arrange its own insurance if it so wishes; or
(b) if requested by the Customer, the Customer can retrieve the Samples directly from the location specified by Crover. The Customer shall be notified by email when the Samples are ready for retrieval. The Samples must be collected within 5 working days of the date of such notification or a £400 disposal fee per Sample will be payable by the Customer.
6.2 Disposal of Samples
(a) The Customer may request Crover to dispose of the Samples following Testing, such service is subject to additional charges.
(b) Crover shall notify the Customer of such charges following the Customer’s request.
(c) Subject to clause 6.1(b), Crover shall not commence the disposal service until the Customer accepts such additional charges.
(d) The Customer acknowledges that in respect of the disposal of certain Samples, Crover may be required to instruct a third-party contractor to assist with the disposal and the Customer therefore permits Crover to instruct such third party for the purposes of the disposal services.
7 CHARGES AND PAYMENT
7.1 In consideration of the provision of the Services by Crover, the Customer shall pay the Charges to Crover.
7.2 The Charges shall be payable in advance of performance of the Services via the Website, a payment link or bank transfer to bank details provided by Crover to the Customer. Subject to clause 5.2, all Charges paid are non-refundable.
7.3 If the parties agree to additional Charges, Crover shall either:
(a) take payment via Stripe using the original payment method used by the Customer; or
(b) submit an invoice to the Customer. Unless otherwise stated on the invoice, the Customer shall pay such invoice no later than 30 days from the date of the invoice.
7.4 If the Customer fails to make a payment due to Crover under these terms by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at lower of the rate of 8% per annum or the Bank of England’s base rate per annum from time to time.
7.5 All amounts due under these terms from the Customer to Crover shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.6 All sums payable to Crover under these terms are exclusive of VAT.
7.7 The Customer shall indemnify Crover against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Crover arising out of or in connection with the Customer’s failure to pay sums due under these terms by the due date for payment, including costs and expenses incurred by Crover in respect of proceedings relating to late payment and the full recovery of such amounts.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 Crover and its licensors shall retain ownership of all Intellectual Property Rights in the Services and Deliverables, excluding the Customer’s Materials.
8.2 Crover grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free, revokable licence for the purpose described in clause 5.4(d).
8.3 In relation to the Customer’s Materials, the Customer:
(a) and its licensors shall retain ownership of all Intellectual Property Rights in the Customer’s Materials; and
(b) grant Crover a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer’s Materials for the term of these terms as required for the purpose of providing the Services.
8.4 Crover shall, subject to clause 12 (Limitation of liability), indemnify the Customer in full against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables.
8.5 The Customer shall have no claim under the indemnity at clause 8.4, to the extent the infringement arises from:
(a) the use of the Customer’s Materials in the development of, or the inclusion of the Customer’s Materials in any Deliverable;
(b) any modification of the Deliverables or Services, other than by or on behalf of Crover; and
(c) Crover’s compliance with the Customer’s specifications or instructions.
8.6 The Customer:
(a) warrants that the receipt and use of the Customer’s Materials in the performance of these terms by Crover, its employees, agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
(b) shall indemnify Crover in full against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Crover arising out of or in connection with any claim brought against Crover, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Customer’s Materials in the performance of these terms.
8.7 If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 8, the Indemnified Party shall:
(a) notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 8.4 or clause 8.6(b) (as applicable) (IPRs Claim);
(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;
(c) provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; and
(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
9 COMPLIANCE WITH LAWS AND POLICIES
In performing its obligations under these terms, Crover shall comply with the Applicable Laws that apply to it. Changes to the Services required as a result of changes to the Applicable Laws shall be agreed in writing.
10 DATA PROTECTION
10.1 Both parties acknowledge that there is no processing of Personal Data associated with or intrinsic to the performance of these terms. The incidental exchange of Personal Data for the purpose of communication and/or to give effect to these terms or the business relationship is not considered to be processing of Personal Data by either party on behalf of the other, and therefore each party shall be considered Data Controllers in respect of such incidental exchange of Personal Data.
10.2 Each party undertakes to comply with its obligations as Data Controller under Applicable Data Protection Laws and shall:
(a) ensure that it has all necessary notices and consents and lawful bases in place to enable the lawful sharing of the Personal Data;
(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and
(c) provide reasonable assistance to the other party in complying with all applicable requirements of the Data Protection Legislation.
10.3 Crover shall comply with its privacy notice at: https://testingservices.crover.tech/hc/en-gb/articles/21653849828625-Privacy-Policy
10.4 For the purposes of this clause 10, the terms Data Controller and Personal Data shall have the meaning given to them in Applicable Data Protection Laws.
11 CONFIDENTIALITY
11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning these terms and the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2. In the case of Crover, its confidential information shall include its processes to conduct the Tests, its business plans, its business model, its customers, its pricing (whether or not listed on the Website), its prototypes, designs, know how and copyrights including document templates, parts and components, electronic designs, mechanical designs, electronic designs, sensor specifications, app and digital platform code and designs, testing configurations and market and product data..
11.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.
12 LIMITATION OF LIABILITY
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with these terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
12.3 Nothing in this this clause 12 shall limit the Customer’s payment obligations under these terms.
12.4 Nothing in these terms limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.5 Crover’s Liability
THE CUSTOMER SHOULD REVIEW THIS CLAUSE CAREFULLY.
(a) Subject to clause 12.2 (No limitations in respect of deliberate default) and clause 12.4 (Liabilities which cannot legally be limited):
(i) Crover’s total liability to the Customer for breach of these terms shall not exceed the Charges paid by the Customer during the 12 months immediately preceding the date on which the claim arose;
(ii) the Customer uses the Testing Report and the results of the Tests at its own risk;
(iii) when conducting the Tests Crover may be required to permanently alter the Samples or the Tests may put the Samples through certain stress conditions which could result in damage or modification to the Samples. Crover shall have no liability for any damage or modification to the Samples as a result of the Tests and the Customer acknowledges that this is a natural part of the Testing process;
(iv) Crover shall have no liability to Customer or Customer's representatives if attending Testing including in the circumstances where a Customer representative fails to comply with clause 5.3;
(v) with reference to clause 6.1(a), Crover shall not be liable for any loss or damage to the Samples during the shipping process;
(vi) Crover shall not be liable for failure to perform, or delayed performance of, its obligations under these terms if such performance is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees; and
(vii) except as expressly stated in these terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law on behalf of Crover are, to the fullest extent permitted by Applicable Laws, excluded from these terms.
12.6 Customer’s liability
(a) Subject to clause 12.2 (no limitations in respect of deliberate default) and clause 12.4 (liabilities which cannot legally be limited), the Customer’s total liability to Crover shall not exceed £100,000.
(b) The cap on the Customer’s liability shall not be reduced or limited by any amount or liability arising:
(i) under the indemnity in clause 8 (IPR indemnities);
(ii) under the indemnity under clause 7.7;
(iii) from any claim under clause 11 (Confidentiality); or
(iv) from any claim for harm or damage to Crover’s reputation arising from the breach, act or omission of the Customer.
12.7 Excluded losses
Subject to clause 12.2 (No limitations in respect of deliberate default), clause 12.3 (No limitation on the payment obligations of the Customer), clause 12.4 (Liabilities which cannot legally be limited) and clause 12.6(b), this clause 12.7 specifies the types of losses that are excluded under these terms:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss arising from alterations, errors or misprints;
(g) loss of or damage to goodwill; and
(h) indirect or consequential loss.
12.8 The indemnification obligations set forth in these terms are intended solely for the benefit of the parties to these terms and their respective affiliates, officers, directors, employees, agents, successors, and assigns. No third party, including subcontractors, vendors, or any other entities not party to these terms, shall have any rights to enforce or derive benefits from these indemnification provisions.
13 TERMINATION
13.1 Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of these terms and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(c) to clause 13.1(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these terms is in jeopardy.
13.2 Without affecting any other right or remedy available to it, Crover may terminate these terms with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under these terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
14 OBLIGATIONS ON TERMINATION AND SURVIVAL
14.1 Obligations on termination or expiry
On termination or expiry of these terms:
(a) the Customer shall immediately pay to Crover all of Crover's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Crover may submit an invoice, which shall be payable immediately on receipt; and
(b) Crover shall on request return any of the Customer’s Materials not used in the provision of the Services in accordance with clause 6.1.
14.2 Survival
(a) On termination or expiry of these terms, the following clauses shall continue in force: clause 1(Interpretation), clause 8 (Intellectual property rights), clause 11 (Confidentiality), clause 12 (Limitation of liability), clause 14(Obligations on termination and survival), clause 18 (Waiver), clause 20 (Severance), clause 24 (Dispute resolution), clause 25 (Governing law) and clause 26 (Jurisdiction).
(b) Termination or expiry of these terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination or expiry.
15 FORCE MAJEURE
15.1 Force Majeure Event means any circumstance not within a party's reasonable control including:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident; and
(g) interruption or failure of utility service.
15.2 Provided it has complied with clause 15.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under these terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.3 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these terms; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
15.4 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than two weeks, either party may terminate these terms by giving two weeks' written notice to the other party.
16 ASSIGNATION AND OTHER DEALINGS
16.1 These terms are personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms.
16.2 Crover may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under these terms, provided that Crover gives prior written notice of such dealing to the Customer.
17 VARIATION
No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18 WAIVER
18.1 A waiver of any right or remedy under these terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2 A failure or delay by a party to exercise any right or remedy provided under these terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.3 A party that waives a right or remedy provided under these terms or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
19 RIGHTS AND REMEDIES
The rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
20 SEVERANCE
20.1 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
20.2 If any provision or part-provision of these terms is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21 NO PARTNERSHIP OR AGENCY
21.1 Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
22 THIRD PARTY RIGHTS
22.1 Unless it expressly states otherwise, these terms do not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of these terms.
22.2 The rights of the parties to rescind or vary these terms are not subject to the consent of any other person.
23 NOTICES
23.1 Any notice given to a party under or in connection with these terms shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified by Crover (testingservices@crover.tech); or
(c) sent by email to the address specified by the Customer when purchasing the Services via either the Website or a Purchase Order.
23.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on a Business Day.
23.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24 DISPUTE RESOLUTION
24.1 If a dispute arises out of or in connection with these terms or the performance, validity or enforceability of it (Dispute) then except as expressly provided in these terms, the parties shall follow the procedure set out in this clause:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, an authorised representative of the Customer and an authorised representative of Crover shall attempt in good faith to resolve the Dispute;
(b) if the authorised representative of the Customer and the authorised representative of Crover are for any reason unable to resolve the Dispute within 50 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.
24.2 If the Dispute is not resolved within 40 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 40 days, or the mediation terminates before the expiration of the said period of 40 days, the Dispute shall be finally resolved by the courts of Scotland in accordance with clause 26 (Jurisdiction).
24.3 Nothing in this this clause 24 shall limit or prevent a party from taking action as necessary to protect or preserve its legal and property rights.
25 GOVERNING LAW
These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland.
26 JURISDICTION
Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.
These terms have been entered into on the date stated at the beginning of it.
Schedule 1 – Testing Deliverables formats
The Testing Reports can be delivered in one of the following formats at the request of the Customer.
1 Test Report signed by a Test engineer:
(a) A comprehensive Testing Report signed by the Test engineer who performed the test.
(b) This Testing Report will:
(i) confirm the specific standard that the Test was conducted in accordance with; and
(ii) will state that the test equipment used in the Test was calibrated.
(c) The Testing Report will affirm adherence to specified standards and calibration of equipment, it will not constitute an accredited test report, as Crover is not a UKAS accredited laboratory.
2 Pre-populated Testing Report template:
(a) The Testing Report will be in the form of a populated Testing Report template containing the results of the Test(s).
(b) This template can be edited and signed by the client themselves or by a professional of their choice. The edits that can be made are limited to logo, company name, address, representative’s name and signature.
3 Summary of Test results:
(a) In the event that no specific test report option is chosen by the Customer, Crover will provide a summary of the Test results.
(b) This summary may include indicators such as PASS/FAIL or relevant measured values for the specific Test.
(c) This summary will be delivered via email to the address provided by the Customer at the time of purchasing the Services via the Website.
Last Updated March 11, 2024