Version 2.0 - published 15 May 2026.
These Terms and Conditions govern the supply of services by LWBC Solutions Ltd, trading as TestSafe Compliance ("TestSafe", "we", "us", "our") to the client identified on the relevant quotation, scope letter, booking confirmation, or invoice ("the Client"). Both parties are businesses acting in the course of their trade. These terms apply to the exclusion of any terms the Client may seek to impose.
A contract is formed when TestSafe issues a booking confirmation and the Client confirms acceptance of these terms. Verbal agreements are not binding until confirmed in writing. Acceptance may be by ticked checkbox on the public booking form, by following the confirmation link in a booking confirmation email, or by other written confirmation. Each acceptance event is timestamped and retained as evidence of contract formation. Where the Client proceeds with a booking without explicitly accepting these terms, they are deemed to have accepted them by conduct.
A quotation is valid for 30 days from the date of issue unless otherwise stated. Prices shown on the website are guide prices only and do not constitute an offer. The price confirmed at quotation is the price payable, subject to clause 3. TestSafe reserves the right to withdraw or revise a quotation at any time before a contract is formed.
3.1 Estimated pricing. Quotes are estimates based on information provided by the Client at the time of booking. Quotes are not fixed-price contracts unless explicitly confirmed as such in writing. The final invoice reflects the work actually carried out.
3.2 Client responsibility for accurate information. The Client is responsible for providing accurate, complete, and timely information at the time of booking and throughout the engagement. Where inaccurate, incomplete, or misleading information is provided, whether intentionally or otherwise, and this results in additional work, the additional cost is charged to the Client. TestSafe accepts no liability for findings, omissions, or errors that arise from information the Client failed to provide or provided inaccurately.
3.3 Scope changes - increase. Where the invoice exceeds the original quote, the reason will be stated with reference to the original quote. The increase is payable within the standard payment terms. The Client may dispute an increase by written notice within 7 days of the invoice date. TestSafe will respond within 5 working days.
3.4 Scope changes - decrease. Where the actual scope is less than quoted, the invoice will reflect the reduced scope. TestSafe will not charge for work not carried out.
3.5 Material scope changes. Where the estimated increase to scope exceeds 25% of the original quote, TestSafe will contact the Client before proceeding. The Client may confirm they wish to proceed, agree a revised scope, or schedule the additional work separately.
3.6 Expenses. Unless included in the quotation, reasonable travel expenses for sites beyond 15 miles of the assessor's base may be charged at the prevailing HMRC approved mileage rate.
50% of the agreed fee is due before work commences. The remaining 50% is due on delivery of the completed report. Payment terms are 14 days from the date of invoice. TestSafe reserves the right to withhold reports, certificates, and any other deliverables until payment is received in full. Intellectual property in the reports does not pass until full payment is received. Where the engagement is a retained partnership, fees are payable monthly in advance by the first day of each month.
Invoices unpaid after 14 days accrue interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of actual payment. Debt recovery costs are recoverable under the same Act: £40 for debts under £1,000; £70 for debts between £1,000 and £9,999; £100 for debts of £10,000 or more. TestSafe reserves the right to suspend all ongoing services and withhold all deliverables for any Client with an overdue balance.
Cancellations or postponements must be notified at least 48 hours before the scheduled appointment. Cancellations or postponements within 48 hours are charged at 50% of the agreed fee. No-shows, where the assessor attends but is unable to gain access or the visit cannot proceed due to circumstances within the Client's control, are charged at the full agreed fee plus reasonable travel expenses. TestSafe reserves the right to cancel or postpone a visit where it would be unsafe or impractical to proceed, with no charge to the Client.
7.1 The Client agrees to provide safe and lawful access to all areas within the agreed scope of the assessment, accurate information about its operations and the site, and reasonable assistance and cooperation during the visit including the availability of a suitable representative.
7.2 Where the assessor determines on arrival that the site or any part of it presents a risk to their safety, or where access is refused or restricted, TestSafe reserves the right to cease or limit the assessment. In such circumstances the Client remains liable for the full agreed fee.
7.3 Where access to part of the site is unavailable, the report will clearly record that those areas were not assessed. TestSafe accepts no liability for findings, omissions, or recommendations that relate to areas it was unable to access.
7.4 For home visits, the Client is responsible for ensuring the premises are safe for the assessor to enter and that any relevant hazards (including animals, persons presenting a risk, or unsafe structures) are disclosed in advance or managed prior to the visit.
8.1 TestSafe provides audit, assessment, and reporting services only. Reports record observations made at the time of the visit against applicable legislation, guidance, and good practice. Reports do not constitute legal advice, regulatory certification, or a guarantee that the Client is or will be compliant with any applicable law, regulation, or standard.
8.2 Compliance with any recommendations in a TestSafe report is the sole responsibility of the Client. TestSafe does not accept responsibility for any regulatory outcome, enforcement action, inspection result, or claim arising whether or not the Client has acted on the recommendations in the report.
8.3 The report represents the position at the time of assessment only. Conditions, legislation, and guidance change. TestSafe accepts no responsibility for matters that arise or change after the date of the assessment.
8.4 Where the report identifies matters that require specialist intervention (including but not limited to structural works, gas safety, fixed wiring, fire risk assessment sign-off, or legal advice) the Client accepts responsibility for engaging the appropriate qualified specialist. TestSafe's identification of such matters does not constitute advice on those matters.
8.5 TestSafe assessors are competent practitioners in the areas they assess. Assessors hold relevant qualifications where a formal qualification exists for the service being delivered. TestSafe does not warrant that its assessors hold every available qualification in every discipline covered by the assessment.
9.1 Reports are produced for the Client only. They may not be relied upon by any third party, including but not limited to insurers, landlords, regulators, lenders, or purchasers of the Client's business, without prior written consent from TestSafe.
9.2 Where TestSafe gives consent for a report to be shared with a third party, that consent does not extend the scope of TestSafe's duty or liability beyond the Client.
9.3 The Client agrees to indemnify TestSafe against any claim, loss, cost, or liability arising from a third party's reliance on a report without TestSafe's prior written consent.
10.1 TestSafe's total aggregate liability to the Client under or in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total fees actually paid by the Client for the specific services giving rise to the claim in the twelve months preceding the event giving rise to the claim.
10.2 TestSafe is not liable for any of the following losses, whether direct or indirect, even if foreseeable: loss of profits; loss of revenue; loss of contracts or business; loss of anticipated savings; loss of goodwill or reputation; regulatory fines, penalties, or enforcement costs; costs of remediation works; losses arising from the Client's failure to implement recommendations; or losses arising from changes in legislation or guidance after the date of the report.
10.3 Nothing in these terms excludes or limits liability for death or personal injury caused by TestSafe's negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by English law.
10.4 The Client is responsible for maintaining adequate insurance to cover its own compliance risks. TestSafe's engagement does not substitute for or supplement the Client's own insurance arrangements.
The Client shall indemnify TestSafe and hold it harmless against all claims, losses, damages, costs (including legal costs on an indemnity basis), and liabilities suffered or incurred by TestSafe arising from: the Client's provision of false, inaccurate, or misleading information; the Client's failure to disclose relevant information; the Client's failure to implement recommendations; the use or reliance on a report by any person other than the Client without TestSafe's consent; or any breach by the Client of these terms.
12.1 All intellectual property rights in reports, documents, certificates, templates, and any other materials produced by TestSafe vest in TestSafe until full payment is received.
12.2 On receipt of full payment the Client receives a non-exclusive, non-transferable, royalty-free licence to use the report for its own internal compliance purposes.
12.3 The Client may not reproduce, distribute, publish, sell, or sub-licence any report or material produced by TestSafe without prior written consent. This includes sharing reports with third parties for commercial purposes or as part of a business sale or acquisition without consent.
12.4 TestSafe retains the right to use anonymised and aggregated findings for its own training, development, and business improvement purposes.
TestSafe may engage suitably qualified subcontractors to deliver parts of the services. TestSafe remains responsible to the Client for the performance of any subcontractor engaged. Any subcontractor engaged will hold appropriate professional indemnity and public liability insurance. TestSafe will not disclose Client confidential information to a subcontractor beyond what is necessary for delivery of the services.
TestSafe processes personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018, and its Privacy Policy available at testsafecompliance.co.uk/privacy.html. Personal data collected in the course of an engagement is retained for six years after the date of last instruction and deleted thereafter unless a longer retention period is required by law. The Client is responsible for ensuring it has a lawful basis for sharing any personal data with TestSafe in connection with the engagement.
15.1 Each party agrees to keep confidential all commercially sensitive information disclosed by the other party in the course of the engagement and not to disclose it to any third party without prior written consent.
15.2 This clause does not apply to information that is or becomes publicly available through no breach of this clause; was already in the receiving party's possession before disclosure; is independently developed by the receiving party; or is required to be disclosed by law, court order, or regulatory authority, in which case the disclosing party will give the other party as much notice as reasonably practicable.
15.3 TestSafe's confidentiality obligations do not prevent TestSafe from complying with any legal or regulatory obligation or from disclosing information to its professional advisors, insurers, or auditors under obligations of confidentiality.
15.4 The obligations in this clause survive termination of the contract for a period of five years.
No claim by the Client arising from or in connection with TestSafe's services may be brought more than twelve months after the date of delivery of the relevant report, unless a longer period is required by law. The Client agrees that this is a reasonable limitation given the point-in-time nature of compliance assessment.
Neither party is liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to severe weather, illness, transport disruption, fire, flood, pandemic, cyber incident, or government action. The affected party will notify the other as soon as practicable and will use reasonable endeavours to resume performance as soon as possible. If the force majeure event continues for more than 30 days either party may terminate the affected engagement on written notice with no further liability beyond payment for work actually completed.
18.1 Either party may terminate a one-off or annual engagement on 14 days written notice where the other party is in material breach of these terms and has failed to remedy that breach within 7 days of written notice requiring remedy.
18.2 TestSafe may terminate immediately on written notice where the Client fails to pay any invoice within 14 days of the due date, provides false or misleading information, or behaves in a manner that makes it unsafe or unreasonable for the assessor to continue.
18.3 Retained partner contracts are monthly rolling. Either party may terminate on 30 days written notice to take effect at the end of a monthly billing period. Fees paid in advance for services not yet delivered are refunded on a pro-rata basis.
18.4 On termination, the Client remains liable for all fees for work completed to the date of termination. Clauses 5, 9, 10, 11, 12, 15, and 16 survive termination.
The Client may not assign, transfer, novate, or otherwise deal with any of its rights or obligations under these terms without TestSafe's prior written consent. TestSafe may assign or transfer its rights and obligations on written notice to the Client, including in connection with a sale or transfer of its business.
No failure or delay by either party in exercising any right under these terms operates as a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach.
If any provision of these terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be severed from the remaining provisions, which shall continue in full force and effect. The parties shall negotiate in good faith to replace any severed provision with a valid provision that achieves the same commercial effect as closely as possible.
22.1 Before commencing formal proceedings either party agrees to notify the other in writing of the nature of the dispute and to allow 14 days for the parties to attempt to resolve it by good faith negotiation.
22.2 If the dispute is not resolved within 14 days of written notice either party may refer the matter to mediation before the Centre for Effective Dispute Resolution (CEDR) or a mutually agreed mediator. Mediation is not a precondition to litigation but is encouraged as a cost-effective first step.
22.3 Nothing in this clause prevents either party from seeking urgent injunctive relief from the courts.
These terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
These terms, together with any quotation, scope letter, or booking confirmation issued by TestSafe, constitute the entire agreement between the parties with respect to their subject matter. They supersede all prior agreements, representations, and understandings, whether oral or written. Each party acknowledges it has not relied on any representation or warranty not expressly set out in these terms. This clause does not exclude liability for fraudulent misrepresentation.
These terms may only be varied by written agreement signed by a director of LWBC Solutions Ltd. No course of dealing, custom, or practice modifies these terms unless reduced to writing and signed by a director.
Notices under these terms must be in writing and sent by email to the address on the booking confirmation or invoice. Notices are deemed received on the next working day after sending provided no delivery failure notification is received. For service of legal proceedings the address for service is the registered office of LWBC Solutions Ltd.
Queries about these terms: info@testsafecompliance.co.uk.
Version 2.0 - published 15 May 2026. Adds explicit indemnity, warranty disclaimer, third-party reliance clause, twelve-month time limit on claims, access and safety clause, anti-assignment, waiver, severability, and dispute resolution. Expands liability exclusions to include regulatory fines and losses from non-implementation of recommendations. Previous versions remain binding for Clients who accepted them.