INTERPRETATION

         Definitions. In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Customer: a customer purchasing on behalf of a business the goods for internal use and not for the purpose of resale, and therefore has the same rights as a consumer.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 24.7.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Consumer: customer protected by the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Defined under those same acts as an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Force Majeure Event: has the meaning given to it in clause 23.1.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans or drawings, provided in writing by the Supplier to the Customer in the Quotation.

Installation Services: has the meaning set out in 14.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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

Monitoring Service: has the meaning set out in clause 11.

Monitoring Service Commencement Date: the date the Supplier is in receipt of cleared funds from the Customer, pursuant to the Monitoring Services being provided.

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s written or electronic acceptance of the Suppliers Quotation.

Quotation: the Supplier’s quote for the Supply of Goods and/or Services, open for acceptance for 20 days. Following written or electronic acceptance of the Quotation, the Quotation will become the Customer’s Order.

Services: the Monitoring and/or Installation services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification: the description or specification for either or both the Monitoring Services or the Installation Services provided in writing by the Supplier to the Customer in the Quotation.

Solar Panels: the solar panels that are subject to the Monitoring System, whether installed by the Supplier or by a third party.

Supplier: Eco Partners Limited registered in England and Wales with company number 07984757.

Supplier Materials: has the meaning set out in clause 15.1f)

Third-Party Services: any Services carried out by a third party for the Monitoring Services, the Installation Services, or any repairs to Solar Panels. The Supplier shall not be liable for any Third Party Services.

         Construction. In these Conditions, the following rules apply:

1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2. a reference to a party includes its personal representatives, successors or permitted assigns;
3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
5. a reference to writing or written includes e-mails.

           BASIS OF CONTRACT

         The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

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

         The Contract constitutes the entire agreement between the parties. The Customer 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.

         Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogs or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

         These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

       Any Quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

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

           IF THE CUSTOMER IS A CONSUMER

This clause 3 only applies if the Customer is a Consumer.

         Where the Customer is a Consumer, they may only purchase Goods and / or Services if they are at least 18 years old. By placing an Order the Customer confirms that they are at least 18 years old.

           IF THE CUSTOMER IS A BUSINESS CUSTOMER

         If the Customer is a Business Customer, the Customer confirms that they have authority to bind any business on whose behalf they purchase Goods and / or Services.

         The Customer and the Supplier agree that neither of shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in a contract.

      GOODS

         The Goods are described in the Order and any Goods Specification and/or Service Specification.

         The Supplier reserves the right to amend the Goods Specification and/or Service Specification if required by any applicable statutory or regulatory requirements.

         The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Goods Specification and/or Service Specification by the Supplier. This clause 5.3 shall survive termination of the Contract.

           TITLE AND RISK

        The risk in the Goods shall pass from the Supplier to the Customer upon installation of such goods. However, notwithstanding installation and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full for all Goods installed under this and all other contracts between the Supplier and the Customer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Supplier and the Customer under which the Goods were installed.

           CHARGES AND PAYMENT FOR GOODS

          The price for Goods shall be the price set out in the Order. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods and scaffolding.

      YOUR CONSUMER RIGHT OF RETURN AND REFUND

         This clause 8 only applies if you are a Consumer.

         The Customer has the benefit of a 14 day cooling off period where they have a legal right to cancel a Contract for Goods and / or Services under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights Act 2015 (Cancellation Period).

         The Supplier will not begin to supply any Goods and / or Services before the end of the Cancellation Period unless expressly requested to do so by the Customer, at which point the Customer’s cancellation rights will be deemed to have been waived.

         To cancel a Contract, the Customer must notify the Supplier in accordance with clause 22.2, and provide their name, address, telephone number, and full product details.

         The Supplier is under a legal duty to supply Goods and/or Services that are in conformity with the Contract. The Customer (so long as they are a consumer) has legal rights in relation to Goods that are faulty or not as described and Services that are not carried out with reasonable skill and care, or if the materials used are faulty or not as described. The Customer will be entitled to a full refund together with any applicable delivery charges, and any reasonable costs incurred in returning the Goods. This right is limited to where the Customer has made the return within 30 days. Otherwise subject to the Customer final right to reject under s24 Consumer Rights Act 2015, the Customer must give the Supplier the chance to make a repair or replacement. The Supplier retains the final choice whether to repair or replace the Goods and will not repair or replace Goods after 6 months unless the Customer can prove the Goods were faulty on the day the Customer gained possession. These legal rights are not affected by the Customer’s right of return and refund in this clause 8 or anything else in these Terms and Conditions of Supply.

         Advice about the Customer’s legal rights is available from the local Citizens’ Advice Bureau or Trading Standards office.

          QUALITY OF GOODS

         Where the Goods have been supplied by the Supplier, the Supplier warrants that on installation, and for a period of 2 years from the date of installation, (Warranty Period), the Goods shall:

        conform in all material respects with their description;

        be free from material defects in design, material and workmanship; and

        be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

Clause 9.1 does not apply where the Goods have been installed by a third party and any defect can be shown as an installation or workmanship issue.

          The Supplier does not warrant any Goods supplied by any third party.

         Subject to clause 9.6, if:

        the Customer gives notice in writing to the Supplier during the warranty period and within a reasonable time of discovery, that some or all of the Goods do not comply with the warranty set out in clause 9.1; and

        the Supplier is given a reasonable opportunity of examining such Goods; and

        the Customer (if asked to do so by the Supplier) returns such Goods to the place of business of the Supplier at the cost of the Customer,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

         The Supplier shall not be liable for failure of the Goods to comply with the warranty set out in clause 9.1 in any of the following events:

        the Customer makes any further use of such Goods after giving notice in accordance with clause 9.3;

        the defect arises because the Customer failed to follow the oral or written instructions of the Supplier as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

        the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

        the Customer alters or repairs such Goods without the written consent of the Supplier;

        the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

         the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

        the Goods were installed by a third party.

         Except as provided in this clause 9, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 9.

         Except as set out in these Conditions, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

         These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

      MANUFACTURER’S GUARANTEE AND DEFECTIVE GOODS

       Some of the Goods may come with a manufacturer’s guarantee. For details of the manufacturer’s guarantee and any applicable terms and conditions, the Customer should refer to the manufacturer’s information provided with each set of Goods.

       The  Supplier shall not be liable for any  Goods covered  by a  manufacturer’s guarantee.

       If the Customer is a consumer, a manufacturer’s guarantee is in addition to and does not affect, the Customer’s legal rights in relation to Goods that are faulty or not as described. Advice about legal rights is available from the local Citizens’ Advice Bureau or Trading Standards office.

         MONITORING SERVICE

       The Monitoring Service is a 12-month subscription beginning on the Monitoring Service Commencement Date.

       The  Supplier shall only supply the  Monitoring  Services to the  Customer in accordance with the Service Specification.

       The Supplier will not begin to supply any Monitoring Services before the end of the Cancellation Period in accordance with clause 8 unless the Customer expressly requests that the Suppliers does so in writing and acknowledges that their cancellation rights will be lost.

       The Supplier will carry out the Monitoring Service with reasonable skill and care.

       In some circumstances, the Supplier may be unable to provide the Customer with the Monitoring Service required and may therefore request that a third party provides those Services (Third Party Services). By placing an order for Third Party Services, the Customer will be entering into a direct contractual relationship with the third party providing those Third Party Services. The Customer must unconditionally accept the terms and conditions of any third party (in respect of the Third Party Services that they supply to the Customer). The Supplier will not supervise the Third Party Services. The Supplier shall not be responsible or liable for any Third Party Services or fees associated with Third-Party Services.

       The Supplier shall have the right to make any changes to the Monitoring Services and/or the Services Specification which are necessary to comply with any applicable law or safety requirement.

       The Supplier, within a reasonable period of time, will inform the Customer of any fault that arises with the Solar Panels, and where appropriate provide the Customer with solutions for repair.

       Payment for repairs will be in accordance with the Customer’s warranty cover. Where the Supplier has supplied and installed the Solar Panels/Goods, repairs will be carried out in accordance with clause 9.

       The Supplier shall not be liable for any repair costs to Solar Panels/Goods covered by a manufacturer’s warranty in accordance with clause 10.

     The Supplier will facilitate repairs, subject to the warranty provisions in clause 9 &

10. The Supplier is under no obligation to carry out the repairs direct and may facilitate such repairs using Third Party Services.

     Where the repairs to Solar Panels are not covered by a warranty and/or the Supplier has not supplied or installed the Solar Panels, the Customer is solely responsible for facilitating of and payment of the repairs and the Supplier is not liable for any repairs.

   Whenever feasible, faults will be repaired remotely. However, the Supplier is under no obligation to attend/visit the location of the Solar Panels to make repairs. Any onsite repairs will be carried out by a third party.

     Notwithstanding the provisions of this Contract, the Supplier reserves the right to charge an additional fee for any repair works.

     The Monitoring Service is exclusive of the Installation Service.

     Any data collected by the Monitoring Service is in accordance with clause 25.

     If the Supplier encounters any technical faults with the Monitoring Service or needs to make changes or improvements to the Monitoring Service, the Supplier has the right to suspend the Monitoring Services until such time as those technical faults are resolved or improvements are made. The Supplier will contact the Customer in advance where this occurs unless the problem is urgent or an emergency.

     The Supplier shall not be liable whatsoever for poor communication between the Solar Panels and the envoy unit. If poor communication between the Solar Panels and

the envoy unit prevents the Supplier from providing the Installation Service, the Supplier shall not be liable.

     The Supplier shall not be liable for any proposed method of rectifying the poor communication between the Solar Panels or for any advice given with regards to the rectification of poor communication issues.

         CUSTOMER‘S OBLIGATIONS FOR THE MONITORING SERVICE 

       The Customer shall:

        ensure that the terms of the Order and any information it provides to the Supplier are complete and accurate;

        co-operate with the Supplier in all matters relating to the Monitoring Services;

        provide the Supplier, its employees, agents, consultants and subcontractors, with safe and unhindered access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;

        provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Monitoring Services, and ensure that such information is accurate in all material respects;

        obtain and maintain all necessary licenses, permissions, and consents which may be required before the Monitoring Service Commencement Date;

         ensure the envoy unit is connected to the internet and to the microinverters;  ensure the envoy unit is communicating with all the micro inverters.

        comply with any additional obligations as set out in the Service Specification; and

         where requested provide detailed photos of, but not limited to, the envoy unit display and the envoy unit positioning to the Supplier.

       If the Customer fails to comply with any of its obligations under clause 12.1 or any other clause within this Contract the Customer will be in default (Customer Default),

       If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed as a result of a Customer Default, or for any delays caused by other trades, third parties or other contractors who precede the work performed by our employees or agents;

        the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Maintenance Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the

Customer Default prevents or delays the Supplier’s performance of any of its obligations;

        the Supplier shall not be liable for any costs, expenses, or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Contract and

        the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

         THE CHARGES FOR THE MONITORING SERVICES

       The Monitoring Service fees are set out within the Order and will either be a fixed 12-month subscription or a 12-month rolling contract. The Supplier reserves the right to increase the fee of the Monitoring Service at any time.

       The Customer’s acceptance of the Order is considered an agreement to pay the fees at the rate notified in the Order.

       The Customer is responsible for paying any internet connection, telecommunications charges, or any other third party fees that they may incur pursuant to the Monitoring Services.

Rolling 12-month subscription

       Where the Customer’s Order states there will be a rolling 12-month subscription the Monitoring Service will automatically be renewed via direct debit following the expiry of a 12 month period from the Monitoring Service Commencement Date and the fee as set out in the Order or any such increased fee as notified by the Supplier shall be debited from the Customer’s account.

       If the Customer wishes to cancel the rolling 12-month subscription for the Monitoring Service they must serve a 1-month notice in writing on the Supplier confirming the same (Cancellation Notice). If no Cancellation Notice is served then the Supplier reserves the right to debit the Customer’s account for the Monitoring Service.

         INSTALLATION SERVICES

       The Installation Service is the fitting of any Goods by the Supplier as specified in the Order, at the location and time agreed between the Customer and the Supplier in the Order and carried out in accordance with the Service Specification.

       The Supplier shall supply the Installation Service to the Customer in accordance with the Specification in all material respects.

       The Supplier will not begin to supply any Installation Services before the end of the Cancellation Period in accordance with clause 8 unless the Customer expressly requests that they do so in writing and acknowledge that their cancellation rights will be lost.

       The Supplier will carry out the Installation Service with reasonable skill and care.

       In some circumstances, the Supplier may be unable to provide the Customer with the Installation Service required and may therefore request that a third party provides those Services (Third Party Services). By placing an order for Third Party Services, the Customer will be entering into a direct contractual relationship with the third party providing those Third Party Services. The Customer must unconditionally accept the terms and conditions of any third party (in respect of the Third Party Services that they supply to the Customer). The Supplier will not supervise the Third Party Services. The Supplier shall not be responsible or liable for any Third Party Services or fees associated with Third-Party Services.

       The Supplier shall have the right to make any changes to the Installation Services and/or the Services Specification which are necessary to comply with any applicable law or safety requirement.

       The Supplier shall not be liable whatsoever for poor communication between the Solar Panels and the envoy unit.

       The Supplier shall not be liable for any proposed method of rectifying the poor communication between the Solar Panels or for any advice given with regards to the rectification of poor communication issues.

         CUSTOMER‘S OBLIGATIONS FOR THE INSTALLATION SERVICE

       The Customer shall:

        ensure that the terms of the Order and any information it provides to the Supplier are complete and accurate;

        co-operate with the Supplier in all matters relating to the Installation Service;

        provide the Supplier, its employees, agents, consultants, and subcontractors, with safe and unhindered access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the Supplier;

        provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Installation Services, and ensure that such information is accurate in all material respects;

        obtain and maintain all necessary licenses, permissions, and consents which may be required before the date on which the Installation Services are to start;

         keep and maintain all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorization;

        ensure that an installation area of sufficient size is clear and free of obstruction;

        at the Customer’s cost, obtain a survey to ensure any structure or building to which the Installation Services are being carried out at/on is suitable for the Installation Services and where requested provide details of any surveys evidencing the same;

         at the Customer’s cost, ensure the Installation Services are in accordance with

         comply with any additional obligations as set out in the Service Specification; and

        where requested provide detailed photos in order to assist the Supplier with the Installation Service.

       If the Customer fails to comply with any of its obligations under clause 15.1 or any other clause within this Contract the Customer will be in default (Customer Default),

       If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by Customer Default, or for any delays caused by trades work or other contractors who precede the work performed by our employees or agents.

        the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Installation Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer 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 Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Contract; and

        the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

         THE CHARGES FOR THE INSTALLATION SERVICES

       The Installation Service fees are set out within the Order.

 Installation Service fees are exclusive of all costs and charges of Goods, packaging, insurance, transport, and scaffolding.

       The Customer’s acceptance of the Quotation is considered an agreement to pay the fees at the rate notified in the Quotation.

       Prior to the Installation Service commencing, the Supplier will require a 25 % deposit of the fees as set out in the Order, to be paid when placing the Order.

       The Customer must give 72 hours notice before canceling the Order. Where this notice is not given, the Supplier is entitled to keep the deposit.

       The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals or companies whom the Supplier engages in connection with the Installation Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the fees of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

       The Supplier shall be entitled to charge a rate of £250 per day for standing time, in the event the Supplier is unable to access the location set out in the Order for the purposes of carrying out the Installation Services.

       The Supplier shall be entitled to retain the deposit in the event the Customer aborts, delays or defers the Installation Services. This does not affect the Customers right to cancel the contract under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

       The Supplier reserves the right to increase the fees of the Installation Services, by giving notice to the Customer at any time before installation, to reflect any increase in the cost to the Supplier that is due to:

        any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);

        any request by the Customer to change the Service Specification; or

        any delay caused by any instructions of the Customer in respect of the Installation Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Installation Services.

     The Supplier shall invoice the Customer on completion of the Installation Service.

     The Customer shall pay each invoice submitted by the Supplier: within 7 days; and 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

         FEES UNDER THE CONTRACT GENERALLY

  All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value-added tax chargeable from time to time (VAT).

       If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

       The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

       Any Third Party Service fees shall be paid by the Customer directly.

         INTELLECTUAL PROPERTY RIGHTS

       All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

       The Customer acknowledges that in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written license from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

       All Supplier Materials are the exclusive property of the Supplier.

         CONFIDENTIALITY

       A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its Goods and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents, and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 19.1 shall survive termination of the Contract.

         LIMITATION OF LIABILITY:  THE     CUSTOMER’S  ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

       Nothing in these Conditions 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;

        fraud or fraudulent misrepresentation;

        breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

        breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or defective Goods under the Consumer Protection Act 1987.

       Subject to clause 20.1:

        the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

        the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the contract price.

       The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

       This clause 19 shall survive termination of the Contract.

         LIMITATION OF LIABILITY (CONSUMERS)

This clause 21 only applies if you are a Consumer

       If the Supplier breaches these Conditions, the Supplier is responsible for loss or damage the Customer suffers that is a foreseeable result of the breach, but  the Supplier shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of the breach or if it was contemplated by the Customer and the Supplier at the Commencement Date.

       The Supplier shall only supply the Goods for domestic and private use. The Customer agrees not to use the Goods for any commercial, business or resale purposes, and the Supplier has no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.

       The    Supplier     does    not    in    any    way    exclude   or    limit    liability    for:

        death or personal injury caused by the Supplier’s negligence;        fraud or fraudulent misrepresentation;

        breach of the terms implied by sections 12, 13, 14 and 15 of the Sale of Goods Act 1979 and sections 2, 3, 4 and 5 of the Supply of Goods and Services Act 1982 (title and quiet possession, description, satisfactory quality, fitness for purpose and samples); or

defective Products under the Consumer Protection Act 1987.

         TERMINATION

       Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than 14 days’ notice in email or in writing.

       Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

        the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;

        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 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

        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 its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

        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) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

        the other party (being an individual) is the subject of a bankruptcy petition or order;

         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 its assets and such attachment or process is not discharged within 14 days;

        an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

        the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

         a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

         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 22.2b) to clause 22.2i) (inclusive);

        the other party suspends, threatens to suspend, ceases, or threatens to cease to carry on, all or substantially the whole of its business;

         the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

       the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

       Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

       Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further installation of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 22.2b) to clause 22.2m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

       On termination of the Contract for any reason:

        the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

        the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

        the accrued rights and remedies of the parties as at termination shall not be affected, 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;

        clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

        the Supplier may at any time, without notice to the Customer set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Contract or other agreement between the parties.

         FORCE MAJEURE

       For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot,

civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

       The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

       If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than one week, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

         GENERAL

      Assignment and other dealings.

        The Supplier may at any time assign, transfer, mortgage,  charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

        The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

       Notices.

Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 24.2(d); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

        The suppliers address and phone number is ECO Partners Limited, Royds Enterprise Park, Future Fields, Buttershaw, Bradford, BD6 3EW. 01484 810 350.

        the suppliers email address is info@ecopartnersuk.com.

       Severance.

        If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

        If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

       Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

       No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

       Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

       Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.

       Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

       Enforcement

        Each of the paragraphs of these Terms and Conditions of Supply operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

        If the Supplier fails to insist that the Customer perform any of their obligations under these Terms and Conditions of Supply, or if the Supplier does not enforce their rights against the Customer, or if they delay in doing so, that will not mean that they have waived their rights against the Customer and it will not mean that the Customer does not have to comply with those obligations. If the supplier does waive any default by the Customer, they will only do so in writing, and that will not mean that they will automatically waive any later default by the Customer.

     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 this Contract or its subject matter or formation (including non- contractual disputes or claims).

25      DATA PROTECTION AND DATA PROCESSING

• Both parties will comply with all applicable requirements of the Data Protection This clause 25.1 is in addition to, and does not relieve, remove  or replace, a party’s obligations under the Data Protection Legislation.
• The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
• Without prejudice to the generality of clause 1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of this agreement.
• Without prejudice to the generality of clause 1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
  • the process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Laws). Where the Supplier is  relying  on  laws  of  a  member  of  the  European  Union  or

European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those  Applicable Laws prohibit the Supplier from so notifying the Customer;

• ensure that it has in place appropriate technical and organizational measures, reviewed and approved by the Customer, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting Personal Data, ensuring confidentiality, integrity, availability, and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);
• ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
• not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
  • the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
  • the data subject has enforceable rights and effective legal remedies;
  • the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
  • the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
• assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;
• notify the Customer without undue delay on becoming aware of a Personal Data breach;
• at the written direction of the Customer, delete or return Personal Data and  copies  thereof  to  the  Customer  on  termination  of  the

agreement unless required by Applicable Law to store the Personal Data; and

• maintain complete and accurate records and information to demonstrate its compliance with this clause 25 and allow for audits by the Customer or the Customer’s designated
• The Customer does not consent to the Supplier appointing any third-party processor of Personal Data under this
• Either party may, at any time on not less than 30 days’ notice, revise this clause 25 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).*