Terms of Business

These terms of business apply to the contract between Wessex Eco Energy Ltd (hereinafter referred to as “the Company”) and its client as named in, and signatory to, the Project Design Proposal (hereinafter referred to as “the Client”) and applies to all and any design and consultancy works and the provision of all or any goods and services by the Company to the Client in respect of the Client’s project (hereinafter referred to as “the Project”).

1. (a) These terms of business are incorporated into all agreements entered into between the Company and the Client and supersede and replace any prior written or oral agreements, representations or understandings between them.

(b) The Client confirms that it has not entered into any contract with the Company on the basis of any representation that has not been expressly recorded in the Project Design Proposal. Nothing in these terms of business excludes liability for fraud.

(b) No variations or amendments to these terms of business shall be binding on the Company unless confirmed by the Company in writing.

(c) Quotations for fees and time estimates by the Company are allocated to each stage of the Project as outlined in the Project Design Proposal and unless otherwise stated thereon shall be open for acceptance within 30 days from the date of the Project Design Proposal.

2. Quotations by the Company are based upon information provided to the Company by the Client (orits agents or customers) including reasonable assumptions made from drawings and plans and surveys and the Company uses the costs prevailing in the market as at the date of the Project Design Proposal. Quotations are, therefore, given in good faith but are subject to amendment at any time by the Company after acceptance of the Design Proposal by the Client by reason of: -ˇ

(a) Changes to the scope of the Project requested by the Client;;

(b) Increases in the cost to the Company of bought in goods, services and subcontracted items;;

(b) Any delay or other default of the Client or its employees, agents or customers;;

(c) Increases in overheads or expenses of the Company;;

(d) Any other circumstances beyond the Company’s reasonable control;;

Where Quotations are subject to subsequent amendment to reflect increases that are reasonably ascertainable before those costs are incurred and further work is put in hand the Company will use reasonable endeavours to notify the Client in advance to seek written agreement.

3. Where Quotations are calculated based upon the amount of time anticipated to be spent on a Project by the Company’s staff “a day” means a period of [7] hours and this includes time spent travelling to and from the places where the Project is located. Where time exceeds a period of [7] hours that additional period will be charged by the Company pro rata. The Company will charge to the Client for all materials and services supplied by the Company in relation to any Project including the cost of bought in goods, services and subcontracted items. The Company will make an additional overhead recovery charge at the rate of 15% of all expenses charged to the Client.

4. Value Added Tax shall, where applicable be charged on all fees and other amounts payable by the Client to the Company or to any third party whether or not included on the Project Design Quotation or invoice.

5. Invoices rendered by the Company will be presented according to the timetable set out in the Project Design Proposal and unless stated otherwise on the Project Design Proposal shall be paid in full by the Client within 7 days of the invoice date. Invoices unpaid after 30 days will bear interest at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998 until the date when payment is received in full by the Company. The Company reserves the right to render interim invoices by prior arrangement with the Client and such interim invoices shall also carry interest as aforesaid.

6. The Company reserves to itself all copyright and other rights of a like nature conferred in the UK or throughout the World in all concept designs, plans, drawings, sketches, models and other materials (hereinafter referred to as “the Designs”) prepared by or on behalf of the Company relating to the Projects. The Company is entitled to claim authorship of all designs for which it is responsible.

7. Where the Company has agreed in the Project Design Proposal to supervise the implementation of any Project the Company will take all reasonable care in the selection of manufacturers, contractors and suppliers and in the checking of their work and materials. Where the Company is to provide only a consultancy service to the Client and the Client or any third party selects or appoints and deals with manufacturers, contractors and suppliers in relation to a Project, the Client and or the third party will have final responsibility for checking and approving the works and materials.

8. (a) The Client and the Company agree that any and all information disclosed and/or supplied by the one to the other which relates directly or indirectly to the work undertaken by the Company for the Client including without limitation data, knowhow, designs, photographs, drawings, specifications, samples and any other material bearing or incorporating any information relating to a Project will be kept and treated as confidential as between the Company and the Client.

(b) Unless expressly provided for in the Project Design Proposal or necessary to comply with any applicable law neither the Company or the Client shall at any time issue or make any public announcement or disclose any information regarding the contract(s) between the Company and the Client, the Projects, the Company’s services and/or the Project Design Proposal (including in particular, in any blog or social media) unless prior to such public announcement or disclosure a copy of such announcement or disclosure has first been approved by both the Company and the Client in writing.

9. Any materials or goods supplied by the Client to the Company for use in the Project shall at all times when under the control of the Company or its representatives or agents be at the risk of the Client. The Company will take reasonable care but will not accept liability for any loss or damage thereto.

10. (a) The Company warrants that when performing its services including when selecting and supplying materials or goods for use in the Project it will use such reasonable care and skill as is generally accepted within the industry in which the Company operates at the time of performance If the Company performs its services negligently or is materially in breach of its obligations then if requested by the Client, the Company will re-ˇperform the relevant part of the services subject to clauses 10 (c) and 10. (d) below. The Client’s request must be made within [6 ] months of completion of the Project or termination of this agreement if earlier.

(b) The Consultant provides no warranty that any result or objective can or will be achieved orattained at all or by a certain date whether stated in the Project Design Proposal or elsewhere. All warranties, conditions, terms and representations (including any warranties and conditions as to quality or fitness for any particular purpose) relating to designs or services supplied by the Company or any outside contractor or agent provided by the Company whether express or implied by statute, common law or otherwise are hereby excluded so far as permitted by law unless confirmed by the Company in writing.

(c) Except in the case of death or personal injury caused by the Company’s negligence, the liability of the Company to the Client whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the sum payable by the Client to the Company specified in the Project Design Proposal. The provision of this clause 10 (c) shall not apply to clause 10 (e).

(d) Neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provision of this clause 10

(d) shall not apply to clause 10 (e).

(e) The Client shall indemnify and hold harmless the Company from and against all claims and losses arising from loss, damage, liability, injury to the Company or its employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Company, its employees or consultants, or supplied to the Company by the Client within or without the scope of the Project. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise);; and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

11. (a) the Client acknowledges and agrees that for the Company to be able to provide its services the Client shall co-ˇoperate with the Company as the Company reasonably requires and provide to the Company such information and documentation as the Company reasonably requires and will make available to the Company the facilities, resources, working space and staff as specified in the Project

Design Proposal and/or as the Company reasonably requires from time-ˇto-ˇtime;; and shall instruct the Client’s staff and agents to co-ˇoperate and assist the Company.

(b) If the Client is at any time in material breach of any of its obligations to the Company or if the Client substantially alters any Project during its continuance, the Company may give notice in writing to the Client terminating and canceling forthwith any commitments made to the Client. In the event of such breach or termination, the Client shall forthwith pay the Company all fees and expenses incurred on the Project to the date of termination or cancellation.

(c) In the event of any Project being canceled or terminated by the Client prior to its completion, the Client shall forthwith pay to the Company all fees, expenses, bought in goods, services, and any subcontracted items incurred on the Project up to the date of cancellation or termination.

(d) Where the Client cancels the Project before completion, the Client shall not be entitled to acquire the copyright or any other rights of a like nature in or make use of or exploit in any way work carried out by the Company or any ideas, information, or other matters made known to the Client by the Company.

12. The Company will give immediate notice in writing to the Client of any circumstances outside the reasonable control of the Company which make it impractical for the Company to carry out an agreed Project. The Company reserves the right in such circumstances to regard itself as wholly or partially released from its obligations towards the Client in respect of the said Project but shall be entitled to resume provision of the services in respect of the said Project as and when it is reasonably able to do so. The Client shall not be discharged from its obligations to the Company by reason of any matters contained in this clause 12 without the approval in writing of the Company.

13. Any notice to be given under these terms and conditions shall be in writing and may be delivered by hand or sent by recorded delivery post, by telex or by facsimile transfer or by email and in the case of a notice by the Company may be addressed to the Client at its last known or usual address and in the case of a notice by the Client may be addressed to the Company at its registered office address. Any such notice sent by recorded delivery post shall be deemed to have been duly served on the second working day after the date of posting and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed, prepaid and posted. A notice served by hand or by telex or by facsimile transfer or email shall be deemed to have been received by the party to whom it was made upon giving the notice or upon successful transmission of the relevant communication.

14. These conditions and all other express terms of the Contract shall be governed and construed in accordance with the laws of England and Wales whose courts shall have non-ˇexclusive jurisdiction in the event of any dispute arising out of or in connection with any contract made between the Company and the Client

15. The Client may not assign, delegate, sub-ˇcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under these terms and conditions without the prior written agreement of the Company. For the purposes of the Contracts (Rights of Third Parties) Act 1999 these terms and conditions are not intended to, and do not, give any person who is not a named party to a contract between the Company and the Client any right to enforce any of its provisions.

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