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Terms & conditions

1. Free Trials

1.1. The free trial is intended to allow new customers (wind turbine owners and operators) and certain former clients to try the service.  The free trial solely for purposes of evaluating the service and the suitability of it.

1.2. Free trial eligibility is determined by Wind Power LAB at its sole discretion, and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. We may use information such as name, title, organization or an account email address used with an existing or recent trial to determine eligibility.

1.3. The free trial covers up to three images or a video clip covering a wind turbine blade defect.

1.4. When using the free trial version Wind Power LAB is allowed to contact you by phone or email for setting up a handover meeting and walk you through our findings.

2. Image to Advice – The Service

2.1. The result of findings in the free trial will be provided at a handover meeting to the client.

2.2. Image quality have a direct impact of the assessment of the defects. Images with bad contrast or out of focus will not be analyzed and included in the report. Wind Power LAB determines if the quality of an image is good enough to be assessed.

3. Miscellaneous

3.1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of Denmark. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.

3.2. Customer Support. To find more information about our service and its features or if you need assistance with your account, please write to support@windpowerlab.com

3.3. Changes to Terms of Use. Wind Power LAB may, from time to time, change these Terms of Use. We will notify you at least 30 days before such changes apply to you.

3.4. Electronic Communications. We will send you information relating to your account (e.g. authorizations, changes in password confirmation messages or notices) in electronic form only, for example via emails to your email address provided during registration.

4. Disclaimer

4.1 Wind Power LAB cannot be held liable for any errors in this Service or held liable for any financial losses or damages caused by the use of the information presented through the Service. Finally, Wind Power LAB cannot be held liable for any production loss, repair cost or blade integrity issue on inspected or analyzed wind turbines.

4.2 This report (Report) is intended for the sole use of the Customer to whom the Report is addressed and who has entered into a written agreement with Wind Power Lab(Contract). No other third party is permitted to rely upon the Report or any of its contents and Wind Power Lab(and any other company in its group) (Group) shall not have any liability to any third party whatsoever or howsoever, arising under or in connection with the Report. The Report must be read in its entirety and is subject to any assumptions and qualifications expressed therein as well as in any other relevant communications in connection with it. It may contain detailed technical data which is intended for use only by persons possessing requisite expertise in its subject matter. The Report was prepared by Wind Power Lab exercising all the reasonable skill, care and diligence to be expected of properly qualified and competent persons experienced in carrying out services similar in scope and character to those provided under the Contract. The Report has been produced from and in reliance on the information provided by the Customer under the Contract. Wind Power Lab has no liability in respect of any omissions, limitations or, except and to the extent that verification of information is expressly included within the written scope of its services in accordance with the Contract, errors in the information provided or for the effects of any omissions, limitations or errors on the Report and its conclusions. Any forecasts, estimates, or conclusions made herein are as of the date of this document and are subject to change due to events and factors beyond the scope of work or outside Wind Power Lab’s control or knowledge. Nothing in the Report is a guarantee or assurance of any particular outcome. Wind Power Lab cannot be held liable for any losses or damages including but not limited to loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill and indirect or consequential loss caused by the use of or reliance on the Report. Wind Power Lab cannot be held liable for any production loss, repair cost or blade integrity issue on inspected or analysed wind turbines. Nothing in the Report or the Contract limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation. No company in the Group other than Wind Power Lab shall be liable for any loss or damage whatsoever suffered by virtue of any act, omission, or default (whether arising by negligence or otherwise) by Wind Power Lab, the Group, or any of its or their servants, subcontractors, or agents.

5. General terms & conditions

5.1. One Month written notice prior to mobilization of inspections. Earliest mobilisation and/or delivery of reports based on mutual agreement.

5.2. Client oversees stopping and handling the turbines during inspection, unless otherwise agreed.

5.3. Quotation can be accepted by sending an email to mbk@windpowerlab.com with a signed agreement.

5.4. WPL is allowed to use Client as a reference in marketing materials etc. including images and footage material obtained by WPL.

5.5. This quotation remains valid for 60 days.

5.6. WPL reserves the right to cancel all scheduled travels and projects due to the current COVID-19 outbreak.

5.7. WPL will deliver a maximum of 15 Blade defect assessment per week after inspection has started.

5.8. For internal drone inspections, confined space must be at least 45 cm / diameter.

5.9. Client oversees providing power for battery charging and sufficient WiFi access.

5.10. Client responsible of handing in layout and design of blades for inspection planning.

5.11. Offer subject to visa for US.

5.12. Image quality and accuracy of blade defect findings are related to both Client report completeness, report quality, available imagery and metadata on distance to root, etc. for each provided image. Wind Power LAB cannot be held responsible for lack of such metadata, missing defects in received imagery or faulty meta data.

6. Weather and standby

6.1. Total prices stated for inspection are based on good/optimal weather conditions; hence, if inspection must be cancelled/postponed after deployment to site, additional costs for a new inspection day will be added to final invoice.

– Waiting time that WPL is not responsible of, weather, error on WTG etc. will be charged at EUR 1500/day, unless otherwise agreed in writing

7. Invoicing and payments

7.1. All prices stated are in EUR and exclusive of VAT.

7.2. Payment is according to net 14 days upon receipt of correct invoice by Wind Power LAB.

7.3. Invoicing address, ATT. and optional PO number shall be sent to ar@windpowerlab.com after written acceptance of quotation

7.4 All pricing is with reservations for typos.

8. Mob/Demobilization

8.1 All transportation, accommodation etc. will be charged at costs + a 10% management fee.

8.2 Time used for travel in relation to mob/demob will be charged EUR 75 per hour/technician. All kilometres travelled by car, will be charged EUR 0,60/KM.

 

Last Updated: May 2021

Framework Conditions

1. Interpretation

1.1 Save as set out below, any defined terms shall have the same meaning as set out in the Agreement Details.

1.2 The following definitions and rules of interpretation apply:

Agreement:  the contract between the Client and the Supplier for the supply of the Services in accordance with the Agreement Details and the Schedules.

Applicable Data Protection Laws: the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, together with any replacement/ successor legislation applicable in the United Kingdom from time to time which relates to the privacy of personal data.

Applicable Laws: all applicable laws, statutes, regulation from time to time in force.

Available Services: the services as set out in Schedule 1.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business and such additional days which may be a Sunday or public holiday by agreement between the parties. 

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Client  Materials: all documents, information, items and materials in any form, whether owned by the Client  or a third party, which are provided by the Client  to the Supplier in connection with the Services, including the items provided pursuant to clause 5.1(c).

Client Personal Data: any personal data which the Supplier processes in connection with the Agreement, in the capacity of a processor on behalf of the Client.

Deliverables: any output of the Services to be provided by the Supplier to the Client as specified in a Statement of Work.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.

Site: the location at which the Services are to be performed in accordance with a Statement of Work. 

Services: the Available Services, some or all of which are provided by the Supplier under a Statement of Work.

SoW Charges: the sums payable for the Services as set out in a Statement of Work.

Statement of Work: a detailed plan, agreed in accordance with clause 3, describing the services to be provided by the Supplier, the timetable for their performance and the related matters listed in the template statement of work set out in Schedule 2.

Supplier’s Equipment: any equipment, including tools, systems or facilities, provided by the Supplier to the Client and used directly or indirectly in the supply of the Services. 

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.

1.3 Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement.

1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

1.8 The Agreement shall be binding on, and enure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9 A reference to writing or written includes email but not fax.

1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11 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 shall commence on the Commencement Date and shall continue unless terminated earlier in accordance with the provisions of clause 12, or either party serves notice on the other party in accordance with the provisions set out in the Agreement Details.

2.2 The Client appoints the Supplier to act as its exclusive provider throughout the world for the provision of the Available Services during the Term.

2.3 The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under clause 2.1.

2.4 The Client may procure any of the Available Services by agreeing a Statement of Work with the Supplier pursuant to clause 3 (Statements of Work).

2.5 The Supplier shall provide the Services from the date specified in the relevant Statement of Work.

3. Statements of Work

3.1 Each Statement of Work shall be agreed in the following manner:

(a) the Client shall ask the Supplier to provide any or all of the Available Services and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work for the Available Services requested;

(b) following receipt of the information requested from the Client the Supplier shall, as soon as reasonably practicable either:(i) inform the Client that it declines to provide the requested Available Services; or(ii) provide the Client with a draft Statement of Work.

(c) if the Supplier provides the Client with a draft Statement of Work pursuant to clause 3.1(b)(ii), the Supplier and the Client shall discuss and agree that draft Statement of Work; and

(d) both parties shall sign the draft Statement of Work when it is agreed.

3.2 Unless otherwise agreed, the SoW Charges shall be calculated in accordance with the Charges.

3.3 Once a Statement of Work has been agreed and signed in accordance with clause 3.1(c), no amendment shall be made to it except in accordance with clause 16 (Variation).  The parties acknowledge that changes to the Services may be needed during the performance of a Statement of Work.

3.4 Each Statement of Work shall be part of the Agreement and shall not form a separate contract to it.

3.5 The Client shall be responsible for ensuring that any Client Materials and/or other information supplied to the Supplier are true, complete and accurate in all respects.

4. Supplier's responsibilities

4.1 The Supplier shall use reasonable endeavours to provide the Services, and deliver the Deliverables to the Client, in accordance with a Statement of Work in all material respects.

4.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in a Statement of Work but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of the Agreement, unless the parties expressly agree otherwise in a Statement of Work.

4.3 The Supplier shall appoint a manager in respect of the Services to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Supplier on all matters relating to the relevant Services (including by signing Change Orders). The Supplier may replace the manager from time to time where reasonably necessary in the interests of the Supplier’s business.

4.4 The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply.

5. Client's obligations

5.1 The Client shall:

(a) co-operate with the Supplier in all matters relating to the Services;

(b) appoint a manager in respect of the Services to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Client on all matters relating to the relevant Services (including any variations agreed in accordance with the provisions of clause 16);

(c) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete in all respects;

(d) provide all relevant information and details in connection with any other persons involved in the performance of the Services, other than the Supplier;

(e) inform the Supplier of all health and safety and security requirements that apply at any of the Sites and/or any other matters which may affect the performance of the Services; and

(f) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, including the use of the Client Materials, in all cases before the date on which the Services are to start.

5.2 If the Supplier’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees and/ or adverse weather conditions and, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client or the adverse weather conditions as the case may be.

6. Reporting and reliance

6.1 Following completion of the Services, the Supplier shall provide a report to the Client in a format agreed between the parties (Report(s))

6.2 The Reports shall unless otherwise agreed, document the Supplier’s findings (Findings), together with recommendations as to the course of action to be taken (Recommendations).  Any Recommendations are advisory only and the Supplier shall have no liability whatsoever or howsoever arising in respect of the Recommendations and/or any act on the part of the Client and/or any other third party arising out of or in connection with the Recommendations.

6.3 The Deliverables and any Reports are prepared solely for the benefit of the Client and no third party may rely on the Deliverables and/or Reports unless the Supplier has given its prior written consent.

6.4 The Supplier warrants that the Findings in each Report shall be accurate on the date given subject to the following:

(a) the Supplier shall have no liability in respect of any information or data supplied by the Client which is inaccurate, untrue or misleading; and

(b) the parties agree that the Reports are only intended to identify the proximate cause of any issues/ defects identified.

7. Charges and payment

7.1 In consideration of the provision of the Services by the Supplier, the Client shall pay the SoW Charges.

7.2 The Supplier may increase Charges on an annual basis with effect from each anniversary of the date of the Agreement.

7.3 The Supplier shall invoice the Client for the SoW Charges at the intervals specified in each Statement of Work.  If no intervals are so specified, the Supplier shall invoice the Client following production of each Report.

7.4 The Client shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time.

7.5 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier any sum due under the Agreement on the due date:

(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) the Supplier may suspend part or all of the Services until payment has been made in full.

7.6 All sums payable to the Supplier under the Agreement:

(a) are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b) 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).

8. Intellectual property rights

8.1 Save for the Deliverables, all Intellectual Property Rights created by or licensed to the Supplier whether before or after the date of this Agreement (including but  not limited to any report templates and know-how), shall vest and remain vested in the Supplier absolutely (Supplier IPR).

8.2 The Supplier grants the Client or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Term to use the Supplier IPR, solely for the purposes of this Agreement.

8.3 All Intellectual Property Rights in and to the Deliverables (save for any know-how which shall vest and remain vested in the Supplier), shall on full payment of the SoW Charges to which the Deliverables relate, be assigned to the Client.

8.4 In relation to the Client Materials, the Client:

(a) and its licensors shall retain ownership of all IPRs in the Client Materials; and(b) grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Agreement for the purpose of providing the Services to the Client.

8.5 The Client:

(a) warrants that the receipt and use in the performance of the Agreement by the Supplier, its agents, subcontractors or consultants of the Client Materials shall not infringe the rights, including any Intellectual Property Rights, of any third party; and(b) shall indemnify the Supplier against 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 professional costs and expenses) suffered or incurred or paid by the Supplier arising out of or in connection with any claim brought against the Supplier, 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 in the performance of the Agreement of the Client  Materials.

9. Data protection

9.1 For the purposes of this clause 9, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

9.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

9.3 The parties have determined that the Client is the Controller and the Supplier is the Processor.  In respect of each Statement of Work, the parties will agree in advance the processing activities to be undertaken.

9.4 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful collection, processing and transfer of the Client Personal Data to the Supplier, for the purposes of the Agreement and each Statement of Work.

9.5 Without prejudice to the generality of clause 9.2, the Supplier shall, in relation to Client Personal Data:

(a) process that Client Personal Data only on the documented instructions of the Client;

(b) implement adequate and appropriate technical and organisational measures;

(c) ensure that any personnel engaged and authorised by the Supplier to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client ‘s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data; and

(f) at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless the Supplier is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this clause 9.5(f) Client Personal Data shall be considered deleted where it is put beyond further use by the Supplier.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 10.2(a).

10.2 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 the Agreement. 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 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

11. Limitation of liability

11.1 Scope of this clause. References to liability in this clause 11 (Limitation of liability) include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 Liability under identified clauses. Nothing in the Agreement shall limit the Client’s liability under clause 8.5 (IPR indemnity).

11.3 Liabilities which cannot legally be limited. Nothing in the Agreement 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).

11.4 Cap on the Supplier’s liability. Subject to clause 11.3 (liabilities which cannot legally be limited) and clause 11.6 (specific heads of excluded losses), the Supplier’s total aggregate liability to the Client shall be limited to £50,000 (fifty thousand pounds).

11.5 Cap on the Client ‘s liability. Subject clause 11.3 (liability under identified clauses),  and clause 11.3 (liabilities which cannot legally be limited) and save as expressly provided in these Conditions and the relevant Statement of Work, the Client ‘s total liability to the Supplier shall be limited to £50,000 or the price of the Services to which any claim relates, whichever is higher.

11.6 Specific heads of excluded loss. Subject to clause 11.3 (Liabilities which cannot legally be limited), the Supplier excludes all liability in respect of the following types of losses:

(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 of or damage to goodwill; and(g) indirect or consequential loss.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of the Agreement 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 the Agreement;

(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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 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 IA 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 IA 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 the other party (being a company, limited liability partnership or partnership);

(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 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 12.1(c) to clause 12.1(j) (inclusive); or(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Client, if the Client fails to pay any amount due on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

13. Obligations on termination and survival

13.1 Obligations on termination or expiry

On termination or expiry of the Agreement:(a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and(b) the Supplier shall on request return any of the Client Materials not used up in the provision of the Services.

13.2 Survival

(a) On termination of the Agreement, all existing Statements at Work shall terminate automatically unless expressly agreed otherwise by the parties.(b) Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.(c) Termination or expiry of the Agreement 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 the Agreement which existed at or before the date of termination or expiry.

14. Force majeure

14.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster; adverse weather, epidemic or pandemic; 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; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, collapse of buildings, fire, explosion or accident.

14.2 Provided it has complied with clause 14.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the Agreement 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.

14.3 The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event but no later than five days from its start, 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 the Agreement.

14.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than four weeks, the party not affected by the Force Majeure Event may terminate the Agreement by giving four weeks’ written notice to the Affected Party.

15. Assignment and other dealings

15.1 The Client 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 the Agreement.

15.2 The Supplier may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.

16. Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Waiver

17.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement 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 the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1 If any provision or part-provision of the Agreement 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 the Agreement.

19.2 If any provision or part-provision of the Agreement is deemed deleted under clause 19.1 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.

20. Entire agreement

20.1 Subject to clause 3.4, the Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

21. No partnership or agency

21.1 Nothing in the Agreement 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 The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

23. Notices

23.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case).

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; or(b) if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting.

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. Governing law

The Agreement 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 England and Wales.

25. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

Wind Power LAB are a Danish company, founded in 2016 by a passionate group of wind power industry professionals. Our team of experts based in Copenhagen offers market leading expertise related to blade risk management. Our goal is to deliver the best available and robust solutions to empower our clients with the ability to make decisions to optimize their asset performance.