Terms and conditions

Terms and Conditions

SECUREHEAT Terms and conditions

1. Definitions and interpretation

1.1 Definitions

In this Agreement:

Charges: The Company’s SecureHeat Cover charges are based on the monthly package chosen by the Customer at the time of entering into the contract – Service only, Bronze, Silver or Gold – as set out on the SecureHeat Cover description at the time of booking;

Additional services requested by the Customer will be charged for at the Company’s standard hourly rate as varied from time to time plus VAT at the then applicable rate;

Commencement Date: The date the Services are agreed between the parties, evidenced by the Customer receiving the order confirmation as set out in clause 2.4;

Company: SecureHeat whose registered office is Unit 10 Beech Court, Wokingham Road, Hurst, RG10 0RG ;

Customer: Individual or business requiring services from the Company and acknowledging the Services and pricing by completing the Order Form from the Company;

Equipment: the Boiler installed at the Customer’s premises as referred to in the Order Forms and inspected by the Company at the time of its first site visit

Materials: means any materials, goods, parts or items the Company acquires in order to perform the Services;

Order Forms: according to the circumstances, a sign-up page, the checkout confirmation and direct debit form as described in clause 2.2;

Payment Dates: the payment on the date of the order and the next payment date every month thereafter as specified in the Order Form;

Reports means all reports, documentation, presentations, software or drawing in whatever format the Company shall or may create or deliver to the Customer as part of the Services provided by the Company;

Services: The range of plumbing and heating related services to be provided by the Company to the Customer including Annual Services, Response Services and Maintenance Services depending on the SecureHeat Cover level selected – Service only, Bronze, Silver or Gold.

Annual Services: routine annual heating and plumbing services;

Response Services: Call-outs for remedial works;

Response times: Times stated on website are for emergency situations only;

Maintenance Services: routine plumbing and heating maintenance works.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a) words importing any gender include every gender;

(b) words importing the singular number include the plural number and vice versa;

(d) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(e) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and

(f) where the word including is used in this Agreement, it shall be understood as meaning including without limitation.

2. Basis of the Contract

2.1 At or before the commencement of the Services, the Company shall provide the Customer with information via their website detailing the SecureHeat Cover options and Charges. Each package displayed – Service only, Bronze, Silver and Gold – shall specify the Services which can be undertaken, the estimated call-out times for the Maintenance Services, whether the materials are included in the monthly payments and the Charges payable.

2.2 Upon selecting their package, the Customer will provide their details and, if the Customer is eligible, shall complete the Company’s online sign-up form followed by checkout confirmation and a Direct Debit Order Form (the Order Forms).

2.3 The submission of the Order Forms by the Customer signifies their agreement in respect of the Services to be provided by the Company and the Charges payable to the Company. The Customer acknowledges and agrees that no Services will be provided until the Company has received the Customer’s completed Order Forms, the Direct Debit mandate is in place and the Company has completed a first site visit.

2.4 On receipt of the Order Forms the Company will confirm the order via its website and send an email to the Customer’ email address with an order confirmation email and an email with login information. These emails confirm the Company’s acceptance of the Order subject to completion to the Company’s satisfaction of a first site visit. This must be take carried out within first 2 weeks of contract.

2.5 If defects are identified by the Company at the time of its first service visit which the Company reasonably considers are due to defective installation or other pre-existing defect the Company shall:

(a) provide the Customer with an estimate for rectifying the defects as appropriate; and

(b) if the Customer chooses not to accept this estimate and proceed with remedial work, the Agreement shall not cover items listed; in this event ,the Company shall limit its charges to its current standard call-out charge.

2.6 The Order Forms may be varied or added to from time to time in writing and agreed to by both Parties. The changes shall be clearly identified, together with the additional or different level of Charges to be paid by the Customer.

3. Performance of the Services

3.1 The Parties shall agree the time and place when the Services shall be performed, subject to the availability of the Company’s staff and agents.

3.2 The Company shall use reasonable endeavours to complete the Services to meet such dates as agreed by the Parties.

3.3 Where included in the SecureHeat service level chosen by the Customer and subject to clause 3.4 below, the Company shall provide all Materials which its deems necessary to maintain the Equipment in good working order. All parts shall be provided on an exchange basis and shall be new equivalent standard parts of equal quality. All parts removed for replacement shall become the Company’s property.

3.4 This Agreement does not cover the cost of any consumables, which shall be provided by the Customer, or charged to the Customer if provided by the Company. This agreement doesn’t cover white good, extractor fans, silicone, sealants and bad workmanship.

3.5 Situations outside of the Company’s control

3.3.1 There are certain situations or events which occur which are not within our reasonable control. Where one of these occurs we will normally attempt to recommence performing the Services as soon as the situation which has stopped us performing the Services has been resolved. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue performing the Services.

3.3.2 The following are examples of events or situations which are not within the Company’s reasonable control:

(a) where weather conditions make it impossible or unsafe for the Company to perform any of the Services;

(b) if the Materials are not delivered on the date or at the time agreed with the supplier of the Materials (and it is not possible to obtain a replacement from an alternative supplier at all or within a reasonable amount of time, or the price charged by the alternative supplier is excessively higher than by the original supplier if ordered at short notice);

(c) where the Company has to wait for other providers of services (who have been engaged by the Customer) to complete their work before the Company are able to perform the Services (or the relevant part of the Services dependent on the other provider if ordered at short notice);

(d) where the Company are unable to gain access to the Premises to carry out the Services at the times and dates agreed with the Customer; or

(e) some other unforeseen or unavoidable event or situation which is beyond our control.

3.3.3 If the delay in performing the Services will be excessive then the Company will offer you the option of either:

(a) continuing to wait until the Company can recommence performing the Services; or

(b) cancelling the contract. If the Customer chooses this option then payment will be required for any Services the Company has performed up to the date of cancellation and for any Labour and or Materials which have been supplied.

3.4 Time shall not be of the essence:

3.4.1 for any times for when the Services are to be performed, whether given or agreed to by the Company; or

3.4.2 for the length of time that any of the Services are to take, whether specified in the Order Forms or otherwise; or

3.4.3 for such dates as agreed by the Parties.

4 Charges and payment

4.1 In consideration of the Services to be provided by the Company to the Customer, the Customer shall pay the Charges as set out in the Order Forms to the Company on the correct Payment Dates.

4.2 All amounts charged for additional services beyond the scope of SecureHeat Cover plan chosen by the Customer are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Customer.

4.3 If any payment of the Charges is not received by its due date, the Company shall be entitled (without prejudice to any other right or remedy):

4.3.1 to charge interest on the outstanding amount at the rate of 8%, accruing weekly;

4.3.2 to require that the Customer make a payment in advance of any Services or part of the Services not yet supplied;

4.3.3 not to provide any further Services or part of the Services; or

4.3.4 not to provide any Reports or certificates due on completion of the Services (until such payment is made).

4.4 All payments shall quote the Company’s invoice number and other reference numbers including (where applicable) the Order Forms reference number.

5 The Customer’s obligations

5.1 The Customer acknowledges and agrees that for the Company to be able to provide the Services the Customer shall:

5.1.1 co-operate with the Company as the Company reasonably requires;

5.1.2 provide to the Company such information and documentation as the Company reasonably requires;

5.1.3 make available to the Company the facilities, resources, working space and staff as the Company reasonably requires from time-to-time; and

5.1.4 instruct the Customer’s staff and agents to co-operate and assist the Company.

5.2 The Company may charge the Customer for any additional reasonable costs and expenses incurred by the Company caused by the Customer’s instructions, failure to provide instructions, or failure to comply with clause 5.1.

6 Reporting requirements

6.1 The Company shall specify the Reports that are to be produced during or on completion of the Services (the Reports).

6.2 Where required to provide Reports, the Company shall supply one copy of the Reports to the Customer. The Company grants to the Customer a non-exclusive licence (without the right to sub-license) to use the Reports. The Company shall own all copyright, database and other intellectual property rights in the Reports.

7 Protection of confidential information

7.1 Each Party (the Receiving Party) shall keep the confidential information of the other Party (the Supplying Party) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 7, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.

7.2 The obligations of clause 7.1 shall not apply to any information which:

7.2.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

7.2.2 is, or becomes, publicly available through no fault of the Receiving Party;

7.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

7.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or

7.2.5 is required to be disclosed by a court order of competent jurisdiction.

7.3 This clause 7 shall survive termination of this Agreement for a period of 6 years.

8 Warranties, liability and indemnities

8.1 The Company warrants that it will use reasonable care and skill in performing the Services to a standard which conforms to generally accepted industry standards and practices.

8.2 If any part of the Services is performed negligently or in breach of the provisions of this Agreement then, at the request of the Customer (if the request is given within 6 months of the Completion Date), the Company will re-perform the relevant part of the Services, always subject to clauses 8.4 and 8.5 below.

8.3 The Company expressly does not warrant that any result or objective whether stated in this Agreement or not shall be achieved, be achievable or be attained at all or by a given by a specified date.

8.4 Except in the case of death or personal injury caused by the Company’s negligence, the Company’s liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the Charges paid to the Company under this Agreement. The provisions of this clause 8.4 shall not apply to clause 8.6.

8.5 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 provisions of this clause 8.5 shall not apply to clause 8.6.

8.6 The Customer shall indemnify and hold harmless the Company from and against all Claims and Losses arising from loss, damage, liability, injury to the Company 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 Customer by the Company, its employees or consultants, or supplied to the Company by the Customer within or without the scope of this Agreement. 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.

8.7 Each of the Parties acknowledge that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

9. Termination

9.1 This Agreement shall commence on the Commencement Date.

9.2 Without prejudice to other remedies or rights, either Party may terminate this Agreement:

9.2.1 after 11 month’s at least one calendar month’s written notice given, the other Party (the Other Party). Terminating a contract midway through 12 months may result in a final invoice. The notice, if served by the Customer a complete month prior to the next monthly payment date, shall take effect so that the next monthly payment shall not fall due but the Customer shall meet the costs of any Labour and Materials supplied prior to expiry of the notice; or

9.2.2 sooner as specified in written notice given to the Other Party if :

(a) the Other Party is in material breach of its obligations under this Agreement, and where a breach is capable of remedy within 10 business days, the breach is not remedied within 10 business days by the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or

(b) the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

10 General

10.1 Force majeure

Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.

10.2 Use of Sub-contractors

The Company is permitted to use other persons to provide some or all of the Services but shall be responsible for the work of a sub-contractor to the same standard as stated in this Agreement.

10.3 Assignment

Subject to the following sentence, the Customer cannot assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the Company. Either Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

10.4 Entire Agreement

This Agreement contains the whole agreement between the Parties in respect of the supply of the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

10.5 Waiver

No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

10.6 Notices

10.6.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by email (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of this Agreement, or such other address as that Party may from time to time notify to the other Party in accordance with this clause 10.5.

10.6.2 Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of emails)To prove notice was given it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

10.7 Law and jurisdiction

The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

10.8 Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.