Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to the Products and Services that we sell.
Download the full T&Cs here!1.1 In these Terms:
“Contract” means a contract between the parties for the sale and supply of Products entered into in accordance with Clause
3;
“Buyer” means the Buyer for the Products and / or Services;
“Communication Services” means the services of Product sending emails
and/or SMS text messages to the Buyer (or its representatives) as detailed in the
Service Specification;
“Hosting Services” means the services of hosting a web site as detailed in the
Service Specification;
“Minimum Term” means the minimum period, which the Buyer and the Seller
agree that the Services will be provided pursuant to the Contract;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party
affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions,
fires, floods, riots, terrorist attacks and wars);
“Prices” means the Supplier’s standard list prices for the Products as published on the Supplier’s website from time to time;
“Products” means the products which may be or are purchased by the Buyer from the Supplier under these Terms;
“Supplier” means ENERGY EFFICIENCY CONSULTANCY, a limited company incorporated in England and Wales
(registration number 5823130) having its registered office at Suite 9, The Green, Fountain Street, Macclesfield, Cheshire,
SK10 1JN; and
“Services” means the hosting and communication services that the Seller
agrees to provide to the Buyer pursuant to any Contract;
“Service Specification” means the specification describing the Services to
be provided to the Buyer;
“Writing” includes email, facsimile transmission and comparable means of
communication.
“Terms” means these terms and conditions of supply.
1.2 The ejusdem generis rule is not intended to be used in the interpretation of these Terms; it follows that a general concept or
category utilised in these Terms will not be limited by any specific examples or instances utilised in relation to such a
concept or category.
These Terms contain the only conditions upon which the Supplier will deal with the Buyer, and they govern all Contracts to
the exclusion of all other terms and conditions.
3.1 Each order for Products given by the Buyer to the Supplier will be deemed to be an offer by the Buyer to purchase Products
from the Supplier subject to these Terms.
3.2 In order for a Contract to come into force:
(a) the Buyer must submit an order to the Supplier and must give to the Supplier its express written acceptance
of these Terms; and
(b) the Supplier must send to the Buyer an order confirmation;
and upon the issue of an order confirmation by the Supplier a Contract will come into force between the parties.
4.1 Unless otherwise agreed in writing:
(a) all Products will be delivered by the Supplier to the Buyer’s premises as stated by the Buyer;
(b) the Supplier will be responsible for arranging loading, carriage, transport and insurance for the Products and
for clearing the Products for export and import;
(c) the Supplier will be responsible for paying all costs relating to loading, carriage, transport, insurance, export
and import of the Products; and
(d) risk in the Products will pass from the Supplier to the Buyer when the Products are delivered to the Buyer.
4.2 If the parties agree that delivery of the Products under a Contract will be by instalments, each instalment will constitute part
of a single Contract, and not separate Contracts.
4.3 Any date or dates for the delivery of the Products agreed by the parties as part of a Contract will not be of the essence of the
Contract.
5.1 Legal and equitable title to the Products will pass from the Supplier to the Buyer upon the later of:
(a) delivery of the Products; and
(b) receipt by the Supplier of all amounts due from the Buyer to the Supplier under the relevant Contract or other
agreement.
5.2 Until title to the Products has passed to the Buyer:
(a) the Buyer will hold the Products as fiduciary agent and bailee of the Supplier;
(b) the Buyer will: (i) store the Products in a secure, safe, dry and clean environment separately from other
products and goods; (ii) ensure that the Products are easily identifiable as belonging to the Supplier; (iii) not
deface, destroy, alter or obscure any identifying mark on the Products or their packaging; (iv) ensure that no
charge, lien or other encumbrance is created over the Products; and (v) deliver up the Products to the Supplier
upon demand.
5.3 The Supplier shall be entitled without further notice to inspect or recover possession of any Products to which it retains title;
and the Buyer grants to the Supplier and its employees and agents an irrevocable licence to enter at any time any premises
where the Products are or may be situated for the purpose of inspecting or removing any such Products the title in which
has remained with the Supplier.
5.4 The Supplier may bring an action for the Prices of Products, and any other amounts due under a Contract, notwithstanding
that title to the Products has not passed to Buyer.
7.1 The price of the Products and Services shall be the price stated in any order by the buyer that has been accepted by the Seller
(“the Product Price” and “the Service Fees”).
7.2 The Supplier may issue an invoice for the Prices under a Contract to the Buyer at any time after the Products have been
delivered to the Buyer.
7.3 The Buyer will pay the Prices to the Supplier within 30 days of the date of issue of an invoice issued in accordance with
Clause 7.2.
7.4 All amounts payable under a Contract are exclusive of all value-added, export, import, and other taxes and duties which will
be payable by the Buyer (except for taxes payable on the Supplier’s net income, which will be payable by the Supplier).
7.5 If the Buyer does not pay any amount properly due to the Supplier under or in connection with a Contract, the Supplier may
charge the Buyer interest on the overdue amount at the rate of 8% per year above the UK base rate of Bank of England from
time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on
demand).
8.1 The Supplier warrants that:
(a) the Supplier has (or will have at the relevant time) the right to sell the Products;
(b) the Products are free from any charge or encumbrance, subject to Clause 5
(c) the Buyer shall enjoy quiet possession of the Products, subject to the rights referred to in Clause 8.1(b);
(d) the Products correspond to any description of the Products supplied by the Supplier to the Buyer;
(e) the Products are of satisfactory quality;
(f) the Products are fit for any purpose expressly or impliedly made known by the Buyer to the Supplier before
the relevant Contract is made;
(g) the Products correspond to any sample of the Products supplied by the Supplier to the Buyer, and will be free
from any defect making their quality unsatisfactory, which would not be apparent on reasonable examination
of the sample;
(h) the Products will comply with all laws, rules, regulations applicable to the marketing and sale of the Products
in the EU and all standards agreed between the parties; and
(i) the Products will bear all mandatory marks and signs associated with the laws, rules, regulations and
standards referred to in Clause 8.1(h).
8.2 All of the parties’ warranties, liabilities and obligations in respect of the subject matter of each Contract are expressly
contained in these Terms or elsewhere in the relevant Contract. Subject to Clause 10.1 and to the maximum extent permitted
by applicable law, no other terms concerning the subject matter of a Contract will be implied into that Contract or any related
contract.
9.1 The Supplier will promptly and in any event within 10 Business Days, fully respond to all reasonable enquiries and
complaints by the Buyer relating to the quality, performance and durability of the Products.
Terms and Conditions of Supply of Products and Services
Energy Efficiency Consultancy
9.2 Without prejudice to the Buyer’s other rights and remedies, if Products do not comply with any warranty given by the
Supplier under a Contract, the Buyer may return those Products for either (at the option of the Buyer):
(a) a full credit of the price paid to the Supplier for such Products (including original delivery and related
charges); or
(b) replacement Products; plus in each case a full credit of the reasonable costs of returning the Products.
9.3 Products returned under Clause 9.2 must be properly packed and returned to Suite 9, The Green, Fountain Street,
Macclesfield, and Cheshire, SK10 1JN within 30 Business Days of receipt of the Products by the Buyer. Any Products
returned in contravention of this Clause will not be the subject of any credits or replacements and the Buyer will continue
to be liable for payment of the Price in respect of such Products.
10.1 Nothing in the Contract will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party 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 the Contract:
(a) are subject to Clause 10.1;
(b) govern all liabilities arising under the Contract or in relation to the subject matter of the Contract, including
liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Contract.
10.3 The Supplier will not be liable in respect of any defect arising from wilful damage to, negligence of the Buyer, failure to
follow the Supplier’s instructions (whether oral or in writing) or misuse of the Products or the Services.
10.4 The Supplier will be under no liability under the warranty (or any other warranty, condition or guarantee) if the total price
for the Products or the Services has not been paid by the due date for payment.
10.5 The Products and Services are not designed or suitable for the sole control, monitoring or other purpose associated with any
human safety equipment including (without limitation) medical equipment.
10.6 The Supplier will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
10.7 The Supplier will not be liable for any loss of business, contracts or commercial opportunities.
10.8 The Supplier will not be liable for any loss of or damage to goodwill or reputation.
10.9 The Supplier will not be liable in respect of any loss or corruption of any data, database or software.
10.10 The Supplier will not be liable in respect of any special, indirect or consequential loss or damage.
10.11 The Supplier will not be liable for any losses arising out of a Force Majeure Event.
10.12 The Supplier’s aggregate liability under the Contract will not exceed the greater of:
(a) the total amount paid and payable by the Buyer to the Supplier under the Contract.
11.1 Each Contract will come into force in accordance with Clause 3, and will continue in force until the earlier of:
(a) the later of completion of: (i) delivery of all Products; and (ii) the receipt by the Supplier of all amounts due
to the Supplier under the Contract; and
(b) the termination of the Contract in accordance with the provisions of this Clause.
11.2 A Contract may be terminated in the following circumstances:
(a) either party may terminate a Contract immediately by giving written notice to the other party if the other
party commits any material breach of any term of the Contract;
(b) the Supplier may terminate any Contract immediately by giving written notice to the Buyer if the Buyer fails
to pay to the Supplier any amount due under any Contract by the due date for payment; and
(c) the Supplier may terminate any Contract immediately by giving written notice to the Buyer if the Buyer fails
to accept delivery of the Products on the date agreed in the relevant Contract.
11.3 Either party may terminate any Contract immediately by giving written notice 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);
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes
incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
11.4 The Buyer may not cancel a Contract for the acquisition of the Products or the provisions of the Services before the end of
the Minimum Term.
11.5 The term of any Contract for the provision of the Services shall continue until either the Seller or the Buyer gives to the
other at least 1 months’ notice in writing to terminate the Contract to expire at any time after the end of the Minimum Term.
11.6 The termination of the Contract by the expiry of notice, shall not prejudice the rights of the Seller in respect of any matter
required to be performed or observed
by the Buyer either during the currency of the Contract or following its termination.
11.7 For products supplied with SIM cards, termination of the contract requires 6 months’ notice and immediate return of the
SIM card or a £40.00 termination fee will be issued.
12.1 Upon termination of a Contract, all the provisions of that Contract will cease to have effect, save that the following
provisions of these Terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely):
Clauses 1, 5, 6, 7.4, 9, 10, 12, 14 and 15.
12.2 Termination of a Contract will not affect either party’s accrued rights (including accrued rights to be paid and accrued rights
to a remedy for breach of condition or warranty) as at the date of termination.
13.1 The Supplier shall provide the Services in accordance with the Service Specification, though the Supplier will not have any
liability to the Buyer for any interruption in or failure of the Services due to circumstances beyond the control of Supplier
including but not limited to the following;
13.1.1 Any delays or failure of the Services attributable to third parties;
13.1.2 Any failures of third party hardware or software;
13.1.3 Any incorrect reading not caused by the Products;
13.1.4 Any misuse of the Products by the Buyer or any third party;
13.1.5 The failure of the Buyer or any third party in the setup of the Services or the installation of Products;
13.1.6 Any losses of data or Services through power failure to the Products;
13.1.7 Any EMF interference or RAM corruption;
13.1.8 Any failure by the Buyer to observe these terms and conditions.
13.2 The Supplier does not monitor and will have no liability for the contents of any communications or data transmitted by
virtue of the Services and the Buyer shall indemnify the Supplier and keep the Supplier indemnified against any liability
associated with the processing or collection of such communications or data.
13.3 The Buyer grants to the Supplier a non-exclusive, royalty free licence to use store and maintain any data supplied as part of
the Services on a server for the purposes of providing the Services in accordance with these Conditions. On termination the
Supplier will destroy all copies of such data.
13.4 The Supplier shall use its reasonable endeavours to provide a secure server in the provision of the Services in order to
prevent any person from gaining access to the data collected pursuant to the Services whilst it is on the server. But will not
be responsible for default on behalf of the Buyer to keep access details and passwords secret or any other default by the
Buyer.
13.5 The Supplier will use its reasonable endeavours to use the latest version of any software associated with the Services and
will advise the Buyer of any such changes or any changes to the Service Specification by giving the Buyer at least one
month’s notice of any change.
13.6 It is the Buyer’s responsibility to ensure that it has the correct software and hardware to use the Services and have access to
the server.
13.7 Where the Supplier has contracted with the Buyer to supply to the Buyer Hosting Services then the minimum term of the
Contract will be 12 months and thereafter shall be terminable on either party giving the other at least 1 month’s notice in
writing.
13.8 The Supplier will use its reasonable endeavours to inform the Buyer of any planned downtime.
14.1 No right or license is granted under this contract of sale to the Buyer under any patent, trademark, copyright, registered
design or other intellectual property right except the right to use the Products.
15.1 No breach of any provision of a Contract will be waived except with the express written consent of the party not in breach.
15.2 If any provision of a 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
Terms and Conditions of Supply of Products and Services
Energy Efficiency Consultancy
be deemed to be deleted).
15.3 Contracts may not be varied except by a written document signed by or on behalf of each of the parties.
15.4 The Supplier may freely assign its rights and obligations under a Contract without the Buyer’s consent. Save as expressly
provided in this Clause or elsewhere in a Contract, neither party may without the prior written consent of the other party
assign, transfer, charge, and license or otherwise dispose of or deal in a Contract or any rights or obligations under a Contract.
15.5 Each 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 a Contract are not subject to the consent of any third party.
15.6 Subject to Clause 10.1:
(a) these Terms will constitute the entire agreement between the parties in relation to the subject matter of the
Contract, and supersede all previous agreements, arrangements and understandings between the parties in
respect of that subject matter;
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it
upon which it relied in entering into a Contract; and
(c) neither party will have any liability other than pursuant to the express terms of a Contract.
15.7 Contracts will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a Contract.
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