1. Scope

i. These Terms of Business (“the Terms”) apply to all of the services provided by Core Diagnostics Limited (“the Company”).

ii. By entering into a contract with the Company, you are agreeing to be bound by these terms.

2. Definitions

i. Within these Terms and Conditions, the following words have the following meanings and they should be interpreted literally in accordance with the same.

  • “Application List” means the list of Services accessible via this link:
  • “Company” means CORE DIAGNOSTICS LIMITED, Company number 12393289, Registered office address
    3 Stadium Court Plantation Road, Bromborough, Wirral, United Kingdom, CH62 3QG
  • “Confidential Information” shall mean all information which is not readily available within the public domain including any technical know-how, commercial know-how, inventions, processes, initiatives, specifications and anything else which is of a confidential nature.
  • “Core Remote” means the remote assisted diagnostic machine, which could be a Core VCI or a Core MK1, which is required for the Customer to receive the Services.
  • “Customer” means the business or legal entity who agrees to buy the goods / services from the Company.
  • “Goods” means the materials which the Company is to supply in accordance with these Conditions. Any reference to “The Goods” shall, where appropriate, include a reference to part of them.
  • “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
  • “Services” means any service provided to the Customer, by the Company in accordance with these Terms and Conditions.
  • “The Price” shall mean the amount charged in pounds sterling, exclusive of VAT for the Services. The price shall be provided to the Customer upon request.
  • “Written” or “Writing” shall mean all correspondence whether in letter format or via email.
  • “Serious Breach” means any act which breaches a party’s statutory obligations or involves fraudulent acts.

3. Interpretation

ii. Reference to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors thereof.

4. Formation of the Contract

i. These Terms and Conditions form the whole agreement between the Company and the Customer. No other express terms, written or oral shall be incorporated into the contract.

ii. These Terms and Conditions override any other terms which the Customer may subsequently seek to impose.

iii. Any statement by an employee or representative (other than a director) of the Company to:
a. vary any of these terms or introduce any other terms, written or oral, into the contract;
b. give any advice, make any representation, agree any condition precedent or enter into any collateral contract;
c. give any guarantee of delivery or completion dates;

Shall not be binding on the Company unless confirmed by the Company in writing and signed by a director.

5. Charges

i. The cost of the Core Remote is £949.99 plus VAT. This is a similar compatible device will be required for the Customer to receive the Services.

ii. The company will provide a quote for the Services upon enquiry from the Customer.

iii. The Application List provides guidance as to the Services available, but it is intended to guidance only as it is regularly revised.

iv. These terms and conditions shall continue to apply to all additional works agreed by the Customer.

6. The Services

i. The Company provide remote vehicle diagnostic Services.

ii. A full list of the Services can be found in the Application list.

iii. The Core Remote technology can be purchased from the Company.

iv. The Services will be available from 8:30am – 5:00pm Monday to Friday (excluding bank holidays in England).

7. Customer Obligations

i. The Customer must comply with the terms of this Agreement at all times.

ii. The Customer must ensure that they have suitable staff / operatives with not less than 12 months locksmith, automotive or ADAS Technician experience are available to use the Services.

iii. The Customer must ensure that they have the correct hardware to receive the Services.

iv. The Customer must have a suitable and safe internet connection to receive the Services and the Company accepts no responsibility for any loss in the Services resulting from the same. If the Company believes that the Customers internet is insufficient and that is affecting the Services, the Company can refuse to complete the work at their absolute discretion until such time as the interest problem is resolved by the Customer.

v. The Customer must not share their Core Remote with any other third party. In the event that the Company becomes aware of such conduct, they may, at their absolute discretion block the device. In such circumstances the Customer will not be entitled to any compensation.

vi. If the Customer’s Core Remote is stolen, they must report this to the Company, who will then block the device. No replacement will be provided and the Customer will be required to purchase a new device to receive the Services moving forward.

vii. The Customer must have available the driving licence and V5 documents for the vehicle that they are plugging the Core Remote into. The Company reserves the right to require sight of the same and may refuse to provide the Services if this is refused or not available.

viii. The Customer must have authority from the vehicle owner to and indemnifies the Company in this regard.

8. Customer Expertise

i. It is the responsibility of the Customer to ensure that their staff or operatives who will receive the Services from the Company are adequately experienced to do so.

ii. The Company will not be responsible for any training of the Customer’s staff or operatives and no guidance will be given in this regard.

9. Time

i. The Company will seek to provide the Core Remote within 2 working days (excluding weekends, bank holidays and public holidays in England).

ii. The Company will seek to provide the Services within 2 hours of a request for a diagnostic to be performed.

iii. Timeframes and dates for completion of any Services provided are for guidance purposes only and the Company makes no guarantee that the Goods or Services will be provided within that time.

iv. For the purpose of this Agreement, time is not of the essence and the Company shall not be liable for any loss or damage suffered by the Customer as a result of Goods or Services being delayed or postponed for any reason.

10. VAT

i. All prices will be subject to VAT.

ii. If the rate of VAT changes between the date of the instruction being placed with the Company and the date of the invoice, the Company will adjust the rate of VAT which is payable and the Customer will become responsible for that rate.

11. Payment

i. All invoices must be settled by the due date which is stated thereon.

ii. The Company accepts payment by GpCardless only.

iii. Any amounts that remain outstanding beyond 30 days from date of the invoice will be subject to interest.

iv. Without prejudice to any other right or remedy that the Company may have, the Company may charge interest on the balance outstanding at an annual rate of 4% above the base rate of the Bank of England from time to time, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any Judgement.

12. Confidentiality

i. Each party will only use Confidential Information to perform its obligations under this Agreement and will not cause or allow the information to be disclosed except:

1.1.1 where required by law, court order or any governmental or regulatory body;

1.1.2 to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under this Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;

1.1.3 where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);

1.1.4 where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or

1.1.5 where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.

13. Property and Assumption of Risk

i. Any property rights, title or ownership in any property or materials which are used by the Company in providing or delivering the Services shall only pass to the Customer only when full payment has been received by the Company from the Customer.

ii. All risk and responsibility for any goods or material passes to the Customer:
a. Upon delivery of materials if the Company is affecting delivery; or
b. Upon the materials leaving the possession of the Company if the Customer or another party is arranging delivery.

14. The Guarantee

i. The Guarantee for the Core Remote runs in accordance with the manufacturer’s warranty periods.

ii. Accidental or intentional damage is not covered.

iii. Wear and Tear is not covered.

15. Intellectual Property Rights

i. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.

ii. The Company reserves and protects all of its rights in such Intellectual Property to the maximum extent permitted by law.

iii. The Customer acknowledges that, the Company make no representations, guarantees or warranties whatsoever in relation to any Intellectual Property Rights of any third party.

16. Termination

i. This agreement shall continue until the Services have been provided or until terminated in accordance with the termination provisions below.

ii. Without prejudice to any remedy that the Company may have, they may terminate this agreement if:
a. The Customer commits a serious breach of the terms of this agreement;
b. The Customer commits a breach of this agreement which cannot be remedied within 7 days.
c. The Customer becomes ‘insolvent’.

iii. The term ‘insolvent’ shall include situation when the Customer:

a) has a petition presented for its winding up; or
b) passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or
c) enters into a voluntary arrangement with its creditors; or
d) becomes subject or an administration order; or
e) Being an individual or firm;
f) becomes bankrupt or insolvent; or
g) enters into a voluntary arrangement with creditors;

17. Complaints

i. The following complaints procedure is in place and should be followed in the event that you are unhappy with the services provided to you.

ii. In the event that you wish to make a complaint about the company or a member of staff then you are required to communicate the details of your complaint to Sales@www.corediagnostics.co.uk.

iii. Your complaint will be logged and provided to a Director of the Company for consideration.

iv. You will then receive an acknowledgement that your complaint has been received within 5 days of receipt. The acknowledgement will confirm the name of the Director handling your complaint and will enclose a further copy of the complaints procedure.

v. The Company Director will then investigate your complaint by conducting a full review of issues you have raised.

vi. A substantive final response in relation complaint will be provided to you within 8 weeks of receipt of your initial complaint.

vii. In the event that the Director is not in a position to provide a final response to the Complaint within this time frame, confirmation for the reason for the delay and an indication will be provided as to when a final response will be provided.

viii. If you remain dissatisfied, you will then be free to further your complaint with external bodies.

18. Disclaimers and Exclusions

i. The Company limits is liability to maximum extent permitted by law.

ii. Neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
i. loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of or damage to goodwill;
vi. loss of use or corruption of software, data or information;
vii. any indirect or consequential loss.

iii. The provisions of Clause 15 do not apply to the following:
a) to claims for death or personal injury to persons arising out of the Company’s negligence.
b) to claims for breach of warranty of title implied by law.
c) to claims for related fraudulent activity or activities.

iv. The Company accept no liability which arises from any period of time that a vehicle is off the road.

v. Services are not guaranteed but they will be completed to a high standard and a reasonable level of care and skill will be applied.

19. Indemnity

i. The Customer shall indemnify the Company against any loss or damage which results from the Customer’s breach of this agreement or failure to abide by any of its terms.

20. Force Majeure

ii. Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, disease, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery or shortage of raw materials or supplies.

21. Whole Agreement

i. This Agreement together with the quotation documents constitutes the entirety of the agreement between the parties.

ii. Those documents supersede any prior representations which may have been made, whether orally or in writing.

iii. Any modification to this agreement or the quotation must be confirmed in writing and signed by both parties.

22. Governing Law

i. Any differences arising between the Company and the Customer concerning this Agreement or the rights and liabilities within it, shall be governed by and interpreted, in all respects, in accordance with the Laws of England and Wales.

ii. The parties hereby submit to the exclusive jurisdiction of the English Courts.

23. Severance

i. If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect.

ii. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

24. Miscellaneous

i. Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (Rights of Third Parties) Act.

ii. The Company may transfer their rights and obligations under these Terms to another organisation and will notify the Customer in writing if this happens.

iii. The Customer may only transfer their rights or obligations under this agreement to another party if the Company expressly agree, in advance, in writing. The Company reserve the right to refuse such request at their absolute discretion.

iv. Nothing in this contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Customer and the Company.

v. The Company reserves the right to bring any action which arises out of the Customers failure to comply with the obligations set out within this agreement at any stage up until the statutory limitation period.

vi. Any delay by the Company to enforce its rights under this agreement shall be construed as a waiver of any kind.

25. Contact Details

i. Telephone: 0151 559 3940

ii. Email: Sales@www.corediagnostics.co.uk

iii. Web: http://www.corediagnostics.co.uk/

26. Notices

i. Any notice or other communication served by the Customer on the Company under or in connection with this Agreement must be in writing and either:

– Sent by email to the email address provided in Clause 25;
– Sent by recorded delivery to the address stated in Clause 25.

ii. Any notice or other communication served by the Company on the Customer under or in connection with this Agreement will be sent by recorded delivery to their registered office or known place of business if the Customer is not a Limited Company.

iii. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action which must be served in accordance with the requirements of the Civil Procedure Rules.

27. Hours of Business

i. The Company operates between 9:00am and 5:00pm Monday to Friday excluding bank holidays.

ii. The Company will make the provision of the Services available during these times.

iii. The Company do not guarantee that the provision of the Services will be uninterrupted and the Customer expressly acknowledges that there will be periods when the Services are not available.


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