Terms and conditions -

Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

“Charges” means the following amounts:

(a) [the amounts specified in Section 7 of the Statement of Work];

(b) [such amounts as may be agreed in writing by the parties from time to time]; and

(c) [amounts calculated by multiplying the Consultant’s [standard time-based charging rates (as notified by the Consultant to the Client before the date of the Contract)] by the time spent by the Consultant’s personnel performing [the Services] (rounded [down by the Consultant to the nearest quarter hour])];

[additional list items]

“Client” means the person or entity identified as such in Section 1 of the Statement of Work;

“Client Materials” means [all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services];

“Consultant” means Ecosave Installations, a company incorporated in [Scotland] having its registered office at 37 Meiklewood Rd, Glasgow, G51 4GB.

“Contract” means a particular contract made under these Terms and Conditions between the Consultant and the Client;

“Deliverables” means [those [deliverables] specified in Section 4 of the Statement of Work that the Consultant has agreed to deliver to the Client under these Terms and Conditions;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Minimum Term” means, in respect of the Contract, [the period [of 12 months beginning on the Effective Date]] OR [the period specified in Section 2 of the Statement of Work];

“Services” means the consultancy services specified in Section 3 of the Statement of Work;

“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;

“Term” means [the term of the Contract, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2];

“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time; and

“Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party[, and which are specified in Section 4 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables].

Credit

2.1 This document was created using a third party company.

Term

3.1 The Contract shall come into force upon the Effective Date.

3.2 The Contract shall continue in force [indefinitely] OR [until:

(a) all the Services have been completed;

(b) all the Deliverables have been delivered; and

upon which it will terminate automatically], subject to termination in accordance with Clause 11.

3.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

Services

4.1 The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.

4.2 The Consultant shall provide the Services [with reasonable skill and care] OR [in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant’s industry] OR [[specify standard(s)]].

Deliverables

5.1 The Consultant shall deliver the Deliverables to the Client.

5.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Consultant’s proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

5.3 The Consultant shall [ensure] OR [use its best endeavours to ensure] OR [use reasonable endeavours to ensure] that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 5 of the Statement of Work.

5.4 The Consultant warrants to the Client that:

(a) [the Deliverables will conform with the requirements of Section 4 of the Statement of Work[ as at the date of delivery of the Deliverables]];

(b) [the Deliverables will be free from [material defects]]; and

(c) [[the Deliverables] OR [the Deliverables when used by the Client in accordance with these Terms and Conditions] will not infringe the Intellectual Property Rights[ or other legal rights] of any person[, and will not breach [the provisions of any law, statute or regulation],] in [any jurisdiction and under any applicable law]].

[additional list items]

Licence

6.1 The Consultant hereby grants to the Client [a non-exclusive, worldwide, perpetual and irrevocable] licence to [copy, store, distribute, publish, adapt, edit and otherwise use] the Deliverables[ (excluding [the Third Party Materials and the Client Materials])][ for the following purposes: [identify purposes]].

Charges

7.1 The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.

7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated [inclusive of any applicable value added taxes] OR [exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant].

Payments

8.1 The Consultant shall issue invoices for the Charges to the Client [from time to time during the Term] OR [on or after the invoicing dates set out in Section 7 of the Statement of Work] OR [at any time after the relevant Services have been delivered to the Client] OR [in advance of the delivery of the relevant Services to the Client].

8.2 The Client must pay the Charges to the Consultant within the period of [30 days] following [the issue of an invoice in accordance with this Clause 8] OR [the receipt of an invoice issued in accordance with this Clause 8].

8.3 The Client must pay the Charges by [debit card, credit card, direct debit, bank transfer or cheque] (using such payment details as are notified by the Consultant to the Client from time to time).

8.4 If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:

(a) charge the Client interest on the overdue amount at the rate of [8% per annum above the Bank of England base rate from time to time] (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

Warranties

9.1 The Consultant warrants to the Client that:

(a) [the Consultant has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions];

(b) [the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant’s rights and the fulfilment of the Consultant’s obligations under these Terms and Conditions]; and

(c) [the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions].

[additional list items]

9.2 The Client warrants to the Consultant that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

9.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 10.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

Limitations and exclusions of liability

10.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 10.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

10.3 [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] in respect of any loss of profits or anticipated savings.

10.4 [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] in respect of any loss of revenue or income.

10.5 [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] in respect of any loss of use or production.

10.6 [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] in respect of any loss of business, contracts or opportunities.

10.7 [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] in respect of any loss or corruption of any data, database or software.

10.8 [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] in respect of any special, indirect or consequential loss or damage.

Termination

11.1 The Consultant may terminate the Contract by giving to the Client [not less than 30 days’] written notice of termination[, expiring [at the end of any [calendar month]] OR [after the end of the Minimum Term]]. The Client may terminate the Contract by giving to the Consultant [not less than 30 days’] written notice of termination[, expiring [at the end of any [calendar month]] OR [after the end of the Minimum Term]].

11.1 Either party may terminate the Contract by giving to the other party [not less than 30 days’] written notice of termination[, expiring [at the end of any [calendar month]] OR [after the end of the Minimum Term]].

11.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party commits any [breach] OR [material breach] of the Contract[, and the breach is not remediable];

(b) [the other party commits a [breach] OR [material breach] of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of [30 days] following the giving of a written notice to the other party requiring the breach to be remedied]; or

(c) [the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach)].

11.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract)]; or

(d) [if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.]

11.4 The Consultant may terminate the Contract immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to the Consultant under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Consultant has given to the Client at least [30 days’] written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 11.4.

Effects of termination

12.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 6, 8.2, 8.4, 10, 12, 13.2 and 15].

12.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

Status of Consultant

13.1 The Consultant is not an employee of the Client, but an independent contractor.

13.2 The termination of the Contract will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.

Subcontracting

14.1 The Consultant must not subcontract any of its obligations under the Contract without the prior written consent of the Client[, providing that the Client must not unreasonably withhold or delay the giving of such consent].

14.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Consultant may subcontract any of its obligations under the Contract[, providing that the Consultant must give to the Client, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question].

14.2 The Consultant shall remain responsible to the Client for the performance of any subcontracted obligations.

General

15.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

15.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

15.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

15.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

15.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

15.6 Subject to Clause 10.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

15.7 The Contract shall be governed by and construed in accordance with [Scottish law].

15.8 The courts of [Scotland] shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

16.0 Contract For Sale

Should you require either this Contract or any other information we have supplied to you in large print, please contact us.

This contract details our obligations to you, and your obligations to us, if there is any point that we can clarify for you, please contact us.

The Quotation

The quotation we have given you is valid for 30 days from the date of issue. To confirm your order, you will need to sign both copies of this contract; you should keep one copy for your records and return the other copy to us at the address on the quotation. No contract will be in place until we confirm the order with you.

The quotation will document all goods and services we propose to supply, along with the total price for these goods and services including VAT.

We will provide you with a timetable for supplying the goods and carrying out the installation.

The quotation will include information as to the performance of the technology we have proposed to install. These performance estimates will be calculated according to the requirements of the appropriate MCS Standard.

We will discuss with you and provide you with information as to the location of key components. You will be given the opportunity to approve the site designs before work commences.

We will advise you on approvals and permissions that may be required for the work; however, it will be your responsibility to ensure that such approvals and permissions are in place.

If there are additional payments that you may have to make, such as planning costs or if you need to consult a Structural Engineer, we will offer assistance and advice, but you will be responsible for these costs.

If there is a particular service or item of equipment that would normally be considered as part of the installation and you have requested that this not be included, then we will have documented this on the quotation.

Please take time to acquaint yourself with this contract, if there is anything you do not understand, or if you require clarification on any point, please contact us.

Right to cancel

Your rights under this contract

Should you decide within fourteen days of signing this contract that you do not wish to proceed, you may do so. Any advance payments we have taken from you will be returned. You should put your wish to cancel in writing, either by completing the Cancellation Form we have supplied to you, or by writing to us at the address on the quotation.

You may also cancel this contract if there is an unreasonable delay in the installation being carried out, if this has not been caused by you. You would also be entitled to a full refund if that delay has been caused by something outside of our direct control but not caused by you.

If you cancel this contract outside the cancellation period, you may have to pay to us reasonable costs for any losses we may have incurred. We will attempt to keep these costs to a minimum. If you have paid us a deposit or any advance payments, we may retain all or part of these payments as a contribution.

You will be entitled to cancel this contract if there is a serious delay in our ability to carry out the agreed work that is outside of your control, but within our control, you will be entitled to a full refund.

If we are in serious breach of our obligations as detailed in this contract then you will be entitled to cancel this contract, request a repair or replacement or you may be entitled to request compensation.

You can only recourse to these actions if the goods or services are incorrectly described or not fit for purpose. You will not be entitled to seek these remedies if you have changed your mind about the goods and services agreed to.

Effects of cancellation

Work begun prior to the expiry of the cancellation period

If you have agreed in writing that work will commence before the fourteen day cancellation period expires, and you subsequently cancel, you are advised that reasonable payment may be due for any work carried out. You must confirm to us in writing that work may commence before your cancellation period expires.

Our rights under this contract

If within fourteen days of us informing you in writing of a serious breach of your obligations to us you have failed to rectify this breach, we will have the right to cancel this contract.

Should we suffer any losses due to a breach of this contract then we will be entitled to reasonable compensation to cover these losses. We are required to attempt to keep all losses to a minimum.

Timetable for works

We will have agreed with you a timetable for carrying out the installation. By signing this contract, you are confirming that you agree with this timetable.There can be occasions that this timetable may need to be varied, due to, for example, poor weather or unavailability of goods and services. We will inform you of any delay we become aware of at the earliest possible opportunity. We would then arrange a new mutually agreeable timetable.

In the case of severe delays to the delivery of goods then you may be offered different products of equivalent specification, value and quality, so long as they are MCS certified. You can either accept that offer, wait for the products you ordered or choose to cancel the contract without penalty.

Should the delay be caused by us, or by our suppliers, and that delay could be considered as severe by a reasonable person, you would be entitled to cancel this contract without penalty to you.

Should the delay be caused by you, we will attempt to accommodate that delay without cost to you. However, if the delay incurs us in extra costs, for example scaffolding, we will require that you cover these costs.

The Installation

The installation will be carried out strictly in line with the MIS Standard relevant to the technology, and to any document referred to within that standard. In addition, we will ensure at all times that we meet all our obligations..

The goods we supply will be of satisfactory quality and fit for the purpose. They will operate as we have described to you.

We will have insurances in place which will cover any loss or damage caused by us or our agents.

You will be required to supply to us normal services free of charge; this would include toilet, washing, water facilities and electricity. You should also ensure we have safe and easy access to the installation area.

Any work to prepare for the installation, carried out by you or a third party that you employ should be carried out in line with the agreed start date for the installation. If this work has not been completed and a consequent delay is caused you may be liable for any costs incurred by us for such a delay.

The work will be carried out by personnel trained in each of the tasks they are assigned.

You will be given warranties for both the installation itself and for the installed goods. The terms of these warranties will be given to you in writing and we will explain them to you verbally.

Within seven days of the completion of the installation we will hand over to you all documentation required as set out within the appropriate Microgeneration Installation Standard.

Deposits, advance payments and goods purchased with deposits and advance payments

Any deposits and advance payments that you make to us can only be used to carry out work under this contract.

We are required to protect any deposits and advance payments you make to us, up to 25% or to the value of £5,000, whichever is the lower amount, as well as the Workmanship Warranty, with an insurance policy. To comply with this requirement all orders and contracts will be registered on the Job Registration System within 2 working days of the order/contract being signed by the customer.

You will be entitled to claim on this policy should we fall into receivership, bankruptcy or administration.

When we purchase goods for use under this contract the legal title to those goods or the proportion of which you have paid us for will pass to you. We will either deliver them to you or we will store them for you and mark them as your property. They will be kept separate from other goods. We will ensure that these goods are insured until they are delivered to you. You may make arrangements to inspect the goods or to remove them from our premises if you wish.

If we have requested a deposit, then this deposit will not exceed 25% of the total contract price set out in the quotation. Should you decide to cancel this contract within the cancellation period, then this deposit will be returned to you promptly.

If we have requested advance payments in addition to a deposit, the total of all advance payments and deposits will not exceed 60% of the total contract price.

We will not request advance payments to be made any more than 3 weeks from the agreed delivery or installation date.

If we have requested a deposit before a full technical assessment of your property has been made, and we are unable to proceed because of something discovered during that technical inspection, then any deposits or advance payments will be returned.

The quotation will set out in detail when invoices will be sent and the amounts due for each payment.

Goods belonging to us

Any goods belonging to us that have been delivered to you should remain clearly identifiable as our property. Until the title to the goods is transferred to you the goods should be stored in such a way as they are protected from damage. They should be kept in their original packaging. Should you fear for the safety of the goods in any way, or you feel that the goods are causing any form of hazard you should contact us.

Where products and materials are delivered to, or stored at, the installation site you, the customer, shall not be liable for inspection, storage or handling of those goods. This does not preclude us asking you to check the goods received for any visible damage, and to ensure they are correct.

Should you terminate the contract for any reason, then we will make arrangements with you to collect the goods. If this happens then we will reimburse you if any of your money was used to purchase a proportion of the goods. If you do not make adequate and reasonable arrangements with us to allow the goods to be collected, we retain the right to take legal proceedings to recover the goods or their value. The amount of any reimbursement may be reduced by any reasonable costs we may have incurred.

Changes to the planned work

If you decide to make changes to any planned work after you have signed this contract you should contact us without delay. Wherever possible we will incorporate your changes and if we are not able to do so we will inform you as to why it is not possible for us to do so.

Where we are able to agree to your changes, we will require that you set out, in writing and within fourteen days, confirmation of your request.

You need to be aware that any changes to the original design may mean an adjustment to the cost of the installation. Any adjustment in the cost, either in addition or subtraction will be dealt with as a Variation of Contract and we will adjust the price by written agreement with you.

There can be occasions when we come across unexpected work. Should this arise, we will discuss this with you. If it is an area of work in which we are competent to operate, we will issue you with a quotation to complete that work. We will have documented on the quotation the normal rate for the work of our installers. If the work is outside our area of competence, we will assist you in finding a suitably qualified contractor to carry out the work. If this unexpected work causes a delay in the installation process, we may need to make reasonable charges for this delay.

Late payment

You should make the payments agreed on the quotation as they become due. The final payment will be due on completion of the installation. If you fail to make any agreed payment, we may cease work. If you fail to pay the amount specified in an invoice sent to you by the agreed due date, then we reserve the right to charge you interest until you pay the amount due. The interest rate we will charge will be 3% above the Bank of England base rate.

It is not permissible under this contract to withhold any more than a proportionate amount of the outstanding balance for any alleged defect. If you do withhold any amount after a payment has become due, you should give us notice of your intention before the final date on which payment is due. You should also, with that notice, state the reasons for withholding payment.

If we intend to cease work, we will give you notice of this in writing.

If you are in breach of this contract because you have not made a payment that was due to us and we have ceased work, you may have to compensate us for any additional costs we have incurred.

Dependent on the circumstances, we may require that the goods are returned to us. If necessary, we will take legal proceedings to recover the goods or/and any outstanding amounts due to us.

Complaints

If you have reason to complain about any aspect of our dealings with you, we will supply you with the following information:

The name and contact details of the person with whom initial and ongoing contact should be made;
The timescale for the sending of a written acknowledgement of a complaint;
The details of the timescale within which the outcome of an investigation of the complaint will normally be completed

We will advise any complainant at the earliest opportunity if we consider we will be unable to meet our normal timescale for the investigation of complaints, and we will give reasons for the same and will advise the complainant of the new anticipated date of completion of the investigation;

Alternative Dispute Resolution (ADR)

Note: The process only covers unresolved disputes arising from issues connected to the sale and installation of small scale renewable technologies.

In the event of an unresolvable issue, we can refer our case to the nominated alternative dispute resolution provider through, QA Scheme Support Services LTD and the Dispute Resolution Ombudsman.

If any court, ombudsman or any other competent authority decides that any aspect of any term of this Contract is invalid or unenforceable, that aspect of that term shall be severed from the Contract and shall have no effect on the remainder of the Contract.

Privacy

Using Your Personal Information

We will use the personal information you provide to us in accordance with the Data Protection Act 2018 ,General Data Protection Regulations and more specifically to:
a) Supply the Goods and Services to you
b) Process any payments that you make for the Goods and Services, including if necessary conducting credit reference check;
c) Register your installation with any relevant bodies, including your deposit protection and insurance backed guarantee and any competent persons scheme;
d) Address any concerns or complaints that you have about the Goods and Services

Where you have indicated that you would like to receive further information on offers, products and services, you can change this at any point by contacting us.