Terms & Conditions

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions

• Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
• Cancellation Fee: fee payable by the Client for cancelling the works, in accordance with Clause 8.4.
• Client: the individual, person, or firm including corporate bodies, associations and sole traders who purchase the Services from the Supplier in connection with a business.
• Client Default: has the meaning given in Clause 7.2.
• Commencement Date: has the meaning given in Clause 2.2.
• Conditions: these terms and conditions as amended from time to time in accordance with Clause 18.8.
• Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.
• Data Controller: has the meaning set out in GDPR Article 24 and section 1(1) of the Data Protection Act 1998.
• Data Subject: an individual who is the subject of Personal Data.
• Delivery Location: has the meaning given in Clause 4.1.
• Estimate: an approximate calculation of the price for the Supplier's Goods or Services based on certain conditions for a particular job or service and subject to a site survey.
• Force Majeure Event: has the meaning given to it in Clause 16.
• GDPR: General Data Protection Regulation.
• Goods: the Goods (or any part of them) set out in the Order.
• Installation: Installation of Goods and Materials.

2. Basis of Contract

2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. This Contract shall supersede and extinguish any and all agreements which the Client may wish to implement or impose in relation to this Order.

2.6 Any Quote or Estimate given by the Supplier shall not constitute an offer and unless previously withdrawn is only valid for a period of 30 calendar days (90 days only, in the case of equipment for destination outside the United Kingdom and the Republic of Ireland) from its date of issue. These prices are however subject to change, following acceptance in accordance with Clause 8.2.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods and Materials

3.1 The Goods and Materials are described as per the Goods Specification provided by the Supplier.

3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Client in any such event.

3.3 Title to the Goods and Materials supplied by the Supplier shall not pass to the Client until the Supplier receives payment in full (in cleared funds) for the Goods and Materials.

3.4 Until title to the Goods and Materials has passed to the Client, the Client shall:

• (a) store the Goods and Materials separately from all other goods held by the Client so that they remain readily identifiable as the Supplier's property;
• (b) not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods and Materials in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
• (d) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 14.2(c) to Clause 14.2(f); and
• (e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

3.5 Any predicted savings provided by the Supplier, based upon the installation or usage of Goods and Materials are guidelines only and are not guaranteed.

4. Goods Specification

4.1 The Supplier shall ensure that the Goods conform in all material respects with the Goods Specification provided. The Delivery Location shall be the location specified in the proposal.

4.5 The terms of these Conditions shall apply to any repaired or replacement Goods and Materials supplied by the Supplier.

5. Delivery of Goods

5.1 The place of delivery (Delivery Location), in the case of equipment, Goods and Materials, shall be the location where the Supplier will install, or shall be installed under their Supervision, details of which are contained within the proposal. The time for delivery of equipment, supervision or installation shall be extended by a reasonable period if delay in delivery is caused by instructions or lack of instructions from the Client or by any industrial dispute or any circumstances beyond the Supplier's reasonable control and in any event it is agreed that time for delivery shall not be of the essence.

5.2 Delivery of the Goods and Materials shall be completed on the completion of unloading of the Goods and Materials at the Delivery Location.

5.3 The risk (and liability) in the Goods and Materials supplied shall pass to the Client upon completion of delivery (or shipment where a third party is used), unless any negligence or proof of loss is expressly proven on the part of the Supplier. If the Goods and Materials are lost or damaged in transit, the Supplier will take all reasonable steps to assist the Client's claim against the carrier for such loss or damage, but the Client must notify the carrier and the Supplier within 3 days of receipt of the equipment or, in the case of non-delivery, within 14 days of the date of the Supplier's advice note.

5.4 If the Client fails to take delivery of the Goods and Materials on the agreed date, then except where such failure or delay is caused by a Force Majeure Event the Supplier reserves the right to change the Works commencement date.

5.5 The Supplier may deliver the Goods and Materials by instalments, at their discretion. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

6. Supply of Services

6.1 These Terms and Conditions apply to the following Services (with full details of the specific Services which are to be provided to be detailed in the Quote/Estimate), provided by the Supplier: Design, Supply and Installation; Supply and Installation.

6.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

7. Client Obligations

7.1 The Client shall co-operate with the Supplier in all matters relating to the Services and provide the Supplier with such information and materials as the Supplier may reasonably require.

7.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

• Without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;
• The Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Clause 7.2;
• The Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

8. Charges and Payment

8.1 The Charges for the Goods and Services shall be calculated on a time and material basis and shall be payable as per the agreed fee stipulated in the Supplier's Quote or Estimate (which shall specify the payment terms) and will be required in accordance with one of the following: incremental payments based upon agreed stages of the works; or payment application; or pro-forma invoice.

8.2 Prices are subject to correction for error. The prices shown in Quotes or Estimates are subject to variation and the prices of Equipment, Goods and Materials and labour services billed will be those ruling at the date of despatch of the Equipment or execution of the labour services.

8.3 If, for any reason the Client requests the Supplier to provide labour or Services outside regular working hours, any overtime or other additional expenses occasioned thereby shall be paid by the Client unless otherwise provided in the Quote or Estimate.

8.4 If the Client cancels the agreed works at any point prior to the Works Commencement date, they will be liable to pay a cancellation fee covering the cost of all Services (including design), Goods and Materials which have been conducted and/or purchased up to the point of cancellation. This fee will be payable immediately upon receipt of invoice.

8.5 The price stipulated by the Supplier is for the works as described in Quote or Estimate only. Any variations to the works in content and quality will result in variations to the prices charged.

8.6 All payments shall be in the currency of the United Kingdom or, if appropriate of the Republic of Ireland.

8.7 The Client shall pay each invoice submitted by the Supplier by Direct Bank Transfer or BACS in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

8.8 All amounts payable by the Client under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where applicable, the VAT element of the invoice will be clearly specified.

8.9 If the Client fails to make a payment due to the Supplier under the Contract by the due date, the Client shall pay interest on the overdue sum from the due date until payment. Interest under this Clause will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

8.10 The Supplier is permitted to claim, and the Client is liable to pay any and all fees, charges and costs relating to the instruction of Debt Collection/Recovery agents and/or Solicitors in the recovery of outstanding debts or disputes owed or arising from the Contract.

8.11 All amounts due under the Contract 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).

9. Intellectual Property Rights

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Supplier.

9.2 The Supplier grants to the Client a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business whilst receiving the Services only. Should the Client wish to purchase the Intellectual Property Rights to enable future use, they are permitted to do so (with the Supplier's authority) by purchasing them from the Supplier. Details will be provided upon request.

9.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in Clause 9.2.

9.4 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client.

10. Patents

10.1 The Supplier will indemnify the Client against any claim for alleged infringement of any patents of the United Kingdom or the Republic of Ireland by the normal use or possession of any part of the equipment, provided that the Supplier is given immediate and complete control of any such claim, that the Client does not prejudice in any manner the Supplier's conduct of such claim and that the alleged infringement does not arise from the Client's following any instruction given by combination with any equipment or devices not made by the Supplier.

11. Data Protection and Data Processing

11.1 The Client and the Supplier acknowledge that for the purposes of General Data Protection Regulation (GDPR), the Client is the Data Controller, and the Supplier is the Data Processor in respect of any Personal Data.

11.2 The Supplier shall process the Personal Data only in accordance with the Client's instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.

11.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 11.

11.7 The Client acknowledges that the Supplier is reliant on the Client for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Client's instructions.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Customers/Clients, or Customers/Clients Suppliers of the other party, except as permitted by Clause 12.2.

12.2 Each party may disclose the other party's confidential information to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

13. Limitation of Liability

13.1 Nothing in the Contract shall limit or exclude the Supplier's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; or fraud or fraudulent misrepresentation.

13.2 Subject to Clause 13.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• Loss of profits
• Loss of sales or business
• Loss of agreements or contracts
• Loss of anticipated savings
• Loss of use or corruption of software, data, or information
• Any damage/losses/issues arising from pre-existing issues to the property/site
• Any claim for losses arising from the Client's failure to receive proposed savings
• Loss of or damage to goodwill
• Any indirect or consequential loss

13.3 Subject to Clause 13.1, the Supplier's total liability to the Client shall be limited to 10% of the contract sum or £5,000,000 (the maximum insurance cover provided), whichever is lower.

13.4 All claims against Supplier must be brought within six (6) years after the cause of action arises.

13.5 This Clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract prior to commencement by giving the other party 24 hours written notice. If the Client terminates the Contract they will still be liable for the appropriate Cancellation Fee as per Clause 8.4.

14.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

• The Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 48 hours of being notified in writing to do so;
• The Client commits an action which would be deemed a material breach of any term of the Contract;
• The Client fails to pay any amount due under the Contract on the due date for payment;
• The Client takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business.

15. Consequences of Termination

15.2 Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.

15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

16. Disputes/Disagreements

16.1 If the Client wishes to raise a dispute or disagreement with regards to the Goods or Materials provided by the Supplier, they must provide:

• Formal written notification to the Supplier within 7 days of the delivery of the Goods/Materials/Service/Installation, with detailed specifics of the issues;
• The formal written notification must be provided by an officer of senior standing and contain at least 2 signatories one of which must be from the Managing Director and the Business Senior;
• The Supplier will respond to any such dispute/agreement within 7 days of receipt;
• Any such agreement to amend the terms of the contract must include any written exclusions, be shared with all parties and signed by a Director.

17. Force Majeure

Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control.

18. General

18.1 Assignment and other dealings: The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

18.5 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

18.6 Entire agreement: The Contract 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.

18.7 Third parties' rights: The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

18.8 Variation: Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

18.9 Governing law: The Contract and any dispute or claim 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.

18.10 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.

Version 1.3 - Last updated: March 2026