Last Updated: 24th March 2026
Version: 1.0
Definitions
- “WSF” means Westcott Shared Facilities Ltd., a company incorporated in England and Wales (Company Number 15314254).
- “Customer” means the party receiving the quotation or booking services from WSF.
- “Facility Hire” means the temporary use of WSF facilities, including but not limited to test chambers, cleanrooms, and vibration test systems.
- “Prototyping Services” means services provided by WSF to manufacture or produce components, models, or parts, including 3D printing.
- “Quotation” means a written offer from WSF detailing services, pricing, and any schedules.
- “Contract” means the legally binding agreement between WSF and the Customer comprising the accepted Quotation (and any attached schedules) together with these Terms.
1. Basis of the Agreement
1.1. These terms govern the provision of Facility Hire and Prototyping Services by WSF to the Customer.
1.2. A Contract shall be formed upon either:
(a) The issuing of a booking confirmation by WSF and payment of any applicable advance charges;
(b) or the commencement of services by WSF, whichever occurs first.
1.3. The terms of the Contract supersede and exclude any other terms submitted by the Customer, including any Purchase Order or other document.
2. Booking and Insurance
2.1. Bookings for Facility Hire are not confirmed until WSF receives:
(a) Payment of any advance fees, Including but not limited to a booking deposit.
(b) Evidence of valid Public Liability insurance (minimum £5 million or €5 million) and Employer’s Liability insurance (minimum £10 million or €10 million).
2.2. A signed Quotation constitutes acceptance of the Contract and forms a binding order, whether or not accompanied by a Purchase Order.
3. Prices & Payment
3.1. All prices are exclusive of VAT, which will be added at the prevailing rate where applicable.
3.2. A payment milestone schedule will be incorporated into the Contract, as set out in the relevant quotation or as otherwise agreed in writing between the parties, for the payment of WSF’s fees under the Contract.
3.3. Unless otherwise stated in the invoice, payment is due in full within fourteen (14) calendar days of the invoice date.
3.4. WSF reserves the right to charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full.
4. Service Delivery
4.1. WSF will use commercially reasonable endeavours to deliver the services within the timeframe indicated in the quotation but time shall not be of the essence. WSF commits to notifying the customer promptly if any material delay is anticipated and will provide an updated estimated timeline.
4.2. Any changes to scope, schedule, or deliverables must be agreed in writing and may result in a revised quotation or additional charges.
5. Customer Obligations
5.1. The Customer shall provide all necessary information, access, and cooperation reasonably required by WSF to perform the services.
5.2. The Customer shall comply with all applicable site rules, health and safety requirements, and regulatory obligations.
6. Confidentiality
6.1. Each party shall keep confidential any information received from the other party which is marked as confidential or would reasonably be considered confidential and shall not disclose such information to any third party without prior written consent, except as required by law.
7. Liability
7.1. Nothing in these Terms shall limit or exclude WSF’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
7.2. Subject to clause 5.1, WSF shall not be liable for:
(a) any indirect or consequential loss, or
(b) loss of profit, revenue, or business opportunity, arising out of or in connection with the services.
7.3. WSF’s total liability shall be limited to the total amount paid by the Customer under the applicable quotation, unless otherwise agreed in writing by WSF.
8. Intellectual Property
8.1. All intellectual property rights created by WSF in the course of providing the services shall remain the property of WSF, unless otherwise agreed in writing.
8.2. The Customer shall not copy, reverse-engineer, or use such materials for purposes outside the scope of the agreed services without WSF’s prior written consent.
9. Termination
9.1. Either party may terminate the Contract with immediate effect if the other party commits a material breach and fails to remedy it within fourteen (14) calendar days of written notice.
9.2. Upon termination, the Customer shall pay for all services performed up to the termination date and any unavoidable costs incurred by WSF as a result.
9.3. WSF reserves the right to terminate the Contract on written notice if the Customer fails to pay any booking confirmation fee or other milestone payment in accordance with the Contract terms. In such event, the Customer shall not be entitled to any refund of previously paid invoices and shall remain liable for any amounts due under clause 8.2.
10. Governing Law & Jurisdiction
10.1. These Terms shall be governed by and construed in accordance with the laws of England and Wales.
10.2. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.