1.1 These terms and conditions (“Terms”) govern the supply, design, installation, commissioning and (where applicable) maintenance by Nimbus Nine Ltd, a company incorporated in England and Wales under company number 15308155 with registered office at The Leadenhall Building, Leadenhall Street, London, EC3V 4AB (“the Company”, “we”, “us” or “our”), trading as AORO Solar UK and AORO Energy, of solar photovoltaic systems, battery storage systems, electric vehicle charging installations and related energy services to residential and, where applicable, commercial customers (“the Customer”, “you” or “your”).
1.2 These Terms, together with the accepted Quotation and any documents expressly referred to in them, constitute the entire agreement between the Company and the Customer (“the Contract”) and supersede all prior negotiations, representations, understandings or agreements, whether written or oral, relating to their subject matter. The Customer acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty which is not expressly set out in the Contract, save that nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
1.3 In these Terms, the following definitions apply:
“Business Day” means any day other than a Saturday, Sunday or public holiday in England.
“Commissioning” means the process of testing, energising and handing over the System to the Customer, following which the System is deemed operational.
“Consumer Rights Act” means the Consumer Rights Act 2015 as amended or superseded from time to time.
“Cooling-Off Period” means the 14-day statutory cancellation period referred to in clause 8 and provided for by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013\.
“DNO” means the Distribution Network Operator responsible for the local electricity distribution network serving the Installation Address.
“Deposit” means any initial payment required on acceptance of the Quotation, as specified in the Quotation.
“Goods” means any equipment, products, components, materials or hardware supplied by the Company under the Contract, including (without limitation) solar photovoltaic panels, inverters, mounting systems, battery storage units, EV chargepoints, cabling, monitoring devices and ancillary items.
“Installation” means the physical installation of the Goods at the Installation Address, together with any associated electrical work carried out by the Company or its authorised subcontractors.
“Installation Address” means the property at which the System is to be installed, as set out in the Quotation.
“Quotation” means the written quotation, proposal or order confirmation issued by the Company to the Customer detailing the Goods, Services, price, payment schedule and any system-specific terms.
“Services” means the design, supply, installation, commissioning, maintenance and related services provided by the Company under the Contract.
“System” means the combined Goods and Services supplied under the Contract, configured as a functioning installation.
1.4 Clause headings are included for ease of reference only and shall not affect the interpretation of these Terms. References to statutes or regulations include any amendment, re-enactment or consolidation of them in force from time to time. Words in the singular include the plural and vice versa.
2.1 The issue of a Quotation by the Company constitutes an invitation to treat and not a binding offer. A Quotation is valid for the period stated on its face or, where no period is stated, for 30 days from the date of issue, after which the Company reserves the right to withdraw or revise the Quotation.
2.2 A binding Contract is formed only when: (a) the Customer signs and returns the Quotation (or countersigns a Company-issued order form) and pays any Deposit required; or (b) the Company issues a written order acknowledgement confirming acceptance, whichever occurs first.
2.3 The Company reserves the right to withdraw any Quotation, or to decline to enter into a Contract, at any time prior to formation without liability. Common reasons include, without limitation, a failed technical survey, inability to obtain necessary permissions, DNO refusal, manifest pricing error, unavailability of Goods, or concerns regarding the suitability or safety of the proposed Installation.
2.4 Any description, illustration, technical specification or performance figure contained in marketing materials, brochures, websites or third-party sources is indicative only and is not incorporated into the Contract unless expressly set out in the Quotation.
2.5 No variation of the Contract shall be effective unless agreed in writing and signed by both parties, save as expressly provided in clause 11\.
3.1 The scope of the Goods and Services to be supplied under the Contract (“Scope of Works”) shall be as expressly set out in the Quotation. The Company shall carry out the Scope of Works with reasonable care and skill, in accordance with the standards required by the Consumer Rights Act and all applicable UK laws, codes of practice, and industry standards, including, where applicable, relevant British Standards, IET Wiring Regulations (BS 7671), Building Regulations and any applicable certification, accreditation or consumer code requirements.
3.2 The Scope of Works is limited to the items expressly described in the Quotation. Any works not expressly included are excluded, including (without limitation): remedial building, plastering or redecoration; asbestos survey or removal; scaffolding beyond what the Company has specified; removal or alteration of existing solar, heating or electrical equipment save as expressly stated; upgrades to the consumer unit, earthing or meter beyond those required to complete the Installation; works requiring planning permission, listed building consent, party wall awards, Building Regulations approval or other third-party consents (save where expressly included).
3.3 Where the Company identifies, whether before or during Installation, that additional works not included within the Scope of Works are necessary or desirable to complete the Installation safely, compliantly or to an appropriate standard, clause 11 (Variations) shall apply.
3.4 Nothing in the Scope of Works relieves the Customer of its own obligations in respect of the Installation Address, including (without limitation) obligations under any tenancy, lease, mortgage, freeholder consent or building insurance, which the Customer is solely responsible for addressing.
4.1 Quotations may be issued on the basis of a remote desk-based assessment prior to a physical survey. Any such Quotation is issued in good faith on the basis of information reasonably available to the Company at that time and is subject to confirmation following a technical survey of the Installation Address.
4.2 The Company shall be entitled to carry out one or more technical surveys of the Installation Address, which may include roof inspection, electrical assessment, structural inspection, and review of the existing incoming supply, metering and consumer unit arrangements.
4.3 If, following survey, the Company determines that the Installation cannot reasonably proceed as quoted, whether due to structural, electrical, regulatory, or technical reasons, the Company may at its discretion: (a) issue a revised Quotation for the Customer’s acceptance; (b) propose a varied design under clause 11; or (c) terminate the Contract by written notice, in which case any sums paid by the Customer (less the reasonable cost of works and services already performed where the Customer has consented to early works under clause 9\) shall be refunded within 14 days.
4.4 System design, including panel layout, inverter sizing, battery sizing, cable routing and mounting configuration, is carried out by the Company (or its appointed designer) based on the survey findings and the Customer’s reasonably communicated requirements. The final design shall be as set out in the Quotation or any revised design document issued by the Company and accepted by the Customer.
4.5 The Customer acknowledges that certain design and installation decisions may be constrained by engineering, safety, regulatory or aesthetic considerations, and that the Company retains reasonable discretion in making such decisions in accordance with good industry practice.
5.1 The Customer shall provide the Company and its authorised subcontractors with safe, timely and uninterrupted access to the Installation Address and all relevant parts of it (including roof, loft, electrical meter, consumer unit, and internal rooms necessary for cable routing) at all reasonable times during the agreed Installation period, and shall ensure that a responsible adult aged 18 or over is present on site where reasonably required.
5.2 The Customer warrants that all information, statements and representations provided to the Company before and during the Contract are true, accurate and complete in all material respects, including (without limitation) information regarding the ownership of the Installation Address, the structural condition of the building, the existing electrical installation, roof condition and materials, energy consumption, and any planning, conservation or listed building status.
5.3 The Customer is responsible for obtaining and maintaining, at its own cost, all consents, permissions and approvals required in respect of the Installation Address which are not expressly the Company’s responsibility under the Contract, including (without limitation): consents from any freeholder, landlord, mortgagee, managing agent, management company or joint owner; consents under any lease, tenancy or restrictive covenant; planning permission, listed building consent, conservation area consent or Party Wall Act notices where applicable; and notification to, or permission from, the Customer’s buildings insurer where required.
5.4 The Customer shall ensure that the Installation Address is reasonably clear and safe to enable the Installation to proceed, including the removal or covering of personal possessions, furniture or stored items in work areas. The Company will take reasonable care to protect the Installation Address but shall not be liable for damage to items that the Customer has been asked to remove or protect and has failed to do so.
5.5 The Customer shall provide the Company with reasonable use of electricity, water, toilet facilities and a working area during the Installation, and shall inform the Company in advance of any site-specific hazards (including the presence or suspected presence of asbestos, unsafe structures, pets, or vulnerable occupants).
5.6 Where the Customer fails to comply with this clause 5 and, as a direct result, the Company is delayed or incurs additional cost, the Company reserves the right to (a) reschedule the Installation to a date reasonably convenient to both parties; and (b) charge a reasonable and proportionate fee in respect of wasted attendance, abortive visits, storage of Goods, or additional labour or materials. Any such charge shall reflect the Company’s actual and reasonable costs and shall not exceed a genuine pre-estimate of loss.
6.1 The price for the Goods and Services shall be as stated in the accepted Quotation (“the Price”). Unless expressly stated otherwise, the Price is inclusive of VAT at the rate applicable at the date of invoice. Where the applicable rate of VAT changes between the date of the Quotation and the date of invoice, the Price shall be adjusted accordingly.
6.2 The Price is fixed save where: (a) the Customer requests or consents to a Variation under clause 11; (b) additional works become necessary due to matters disclosed or discovered after the Quotation was issued (including unforeseen site conditions, inaccurate information provided by the Customer, or requirements imposed by the DNO or a regulatory authority); (c) the Company is required by law or safety considerations to modify the Scope of Works; or (d) any other express provision of these Terms applies.
6.3 All payments due under the Contract shall be made in pounds sterling to the Company’s nominated bank account, by bank transfer or by such other method as the Company may reasonably accept, by the due dates specified in the Quotation or on the relevant invoice.
6.4 Without prejudice to any other right or remedy, the Company may charge interest on any sum not paid by the due date at the rate of 4% per annum above the Bank of England base rate from time to time, calculated daily from the due date until payment in full, together with reasonable costs of recovery.
6.5 The Customer shall not be entitled to set off, withhold or deduct any sum due to the Company save where such right arises under the Consumer Rights Act or any other applicable statutory provision that cannot be lawfully excluded.
7.1 The Quotation shall specify the payment structure for the Contract, which may comprise a Deposit payable on acceptance, one or more stage payments (for example on completion of survey, on delivery of Goods to site, or on commencement of Installation), and a final balance payable on Commissioning.
7.2 The Company’s standard approach is to keep Deposits and stage payments proportionate to the stage of performance reached, consistent with good consumer practice. Where any deposit protection, workmanship warranty protection, insurance-backed cover or similar customer protection applies to the Contract, the relevant arrangements shall be described in the documentation issued to the Customer.
7.3 The final balance shall be due on Commissioning or on such other date as specified in the Quotation. Commissioning means the System has been installed, tested, energised and is operational, notwithstanding that minor snagging items may remain outstanding. The Customer may not withhold the final balance on account of minor defects which the Company has undertaken to rectify within a reasonable period.
7.4 Where the Customer finances the Price wholly or partly through a third-party credit or finance arrangement, the Customer shall remain responsible under the Contract for the full Price regardless of the status or outcome of the financing, and shall promptly notify the Company of any material change affecting the financing.
8.1 Where the Contract is concluded off-premises or at a distance within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Customer has the right to cancel the Contract without giving any reason within 14 days beginning on the day after the day on which the Contract is concluded (“the Cooling-Off Period”).
8.2 To exercise the right to cancel, the Customer must inform the Company of the decision to cancel the Contract by a clear statement (for example, a letter sent by post or email) to: Nimbus Nine Ltd, The Leadenhall Building, Leadenhall Street, London, EC3V 4AB, or to such contact email address as is provided in the Quotation or order documentation. The Customer may, but is not required to, use the model cancellation form provided to the Customer with the Contract documentation.
8.3 To meet the cancellation deadline, it is sufficient for the Customer to send the communication concerning the exercise of the right to cancel before the Cooling-Off Period has expired.
8.4 If the Customer cancels the Contract within the Cooling-Off Period, the Company shall reimburse all payments received from the Customer, subject to any deduction permitted under clause 9 where the Customer has provided express consent for early works to begin within the Cooling-Off Period. Reimbursement shall be made without undue delay, and not later than 14 days after the day on which the Company is informed of the Customer’s decision to cancel.
8.5 Reimbursement will be made using the same means of payment as the Customer used for the initial transaction unless the Customer has expressly agreed otherwise; in any event, the Customer will not incur any fees as a result of the reimbursement.
9.1 The Services shall not be commenced, and Goods shall not be ordered specifically for the Customer’s project where cancellation, return, reuse or resale may not be reasonably possible without loss, before the expiry of the Cooling-Off Period unless the Customer expressly requests, in writing, that the Services or any part of them begin, or that Goods be ordered specifically for the Customer’s project, before the end of that period (“Express Consent”).
9.2 Express Consent must take the form of a written, signed and dated acknowledgement by the Customer (which may be given by email or through an electronic order form that records the Customer’s name and date), in which the Customer:
9.2.1 expressly requests that the Company commence performance of the Services (and/or order Goods) during the Cooling-Off Period;
9.2.2 acknowledges that the Customer’s right to cancel under the Cooling-Off Period will be lost once the Services are fully performed; and
9.2.3 acknowledges that, if the Customer cancels within the Cooling-Off Period after the Services have been partly performed, the Customer shall be liable to pay an amount in proportion to the Services performed up to the date of cancellation, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013\.
9.3 Where Express Consent has been given and the Customer subsequently cancels within the Cooling-Off Period, the Company shall be entitled to charge a reasonable amount reflecting (a) the Services actually performed up to the date of cancellation, calculated in proportion to the total Contract price; and (b) the reasonable costs actually incurred for Goods ordered specifically for the Customer’s project where those Goods cannot reasonably be cancelled, returned, reused or resold without loss.
9.4 Save where Express Consent is given in accordance with this clause 9, the Customer shall not be charged for any work or materials in respect of a Contract lawfully cancelled during the Cooling-Off Period.
10.1 In addition to the statutory right of cancellation under clause 8, the Customer may cancel the Contract at any time before Installation commences by giving written notice to the Company. Where such cancellation takes place outside the Cooling-Off Period, the Company shall be entitled to recover its reasonable losses arising as a direct consequence of the cancellation, as further described in this clause 10\.
10.2 Cancellation fees outside the Cooling-Off Period shall be calculated to reflect the Company’s actual and reasonable costs and committed expenditure at the point of cancellation, and shall constitute a genuine pre-estimate of loss. Without limitation, such costs may include:
10.2.1 time spent on design, survey, project management and administration;
10.2.2 the cost of Goods which have been ordered on a Customer-specific basis, delivered to site or otherwise committed to and which cannot reasonably be returned, resold or reused without loss;
10.2.3 reasonable cancellation charges levied by the Company’s suppliers or subcontractors;
10.2.4 costs of DNO applications, permissions, scaffolding or other third-party services already incurred or irrevocably committed to; and
10.2.5 a reasonable contribution to the Company’s general overheads and lost opportunity, provided that this does not amount to a penalty.
10.3 The Company will, on request, provide a reasonable breakdown of any cancellation fee charged under this clause 10, and will credit back any element of such fee which subsequently proves not to have been actually incurred (for example, where Goods ordered are successfully returned to the supplier without loss).
10.4 The Company shall not treat a cancellation as effective, and shall not charge a cancellation fee, where the cancellation arises lawfully out of: (a) the Company’s material breach of the Contract; (b) the Customer’s exercise of a statutory right of cancellation; or (c) circumstances in which the Contract has become impossible to perform through no fault of the Customer.
10.5 The Company reserves the right to cancel the Contract, without liability save for the return of sums paid to the Company and not yet applied to work properly performed, where: (a) the Customer materially breaches the Contract and fails to remedy the breach within 14 days of written notice; (b) the Installation cannot proceed for technical, structural or regulatory reasons identified following survey or DNO determination; or (c) the Company reasonably considers that proceeding would be unsafe or unlawful.
11.1 Either party may propose a variation to the Scope of Works. A variation shall take effect only once it is agreed in writing by both parties, which may be by signed Variation Order, countersigned revised Quotation, or an exchange of emails between authorised representatives which clearly records the variation and its price impact (“Variation”).
11.2 Where a Variation is necessary because of (a) unforeseen site conditions reasonably discoverable only on commencement of works (for example hidden defects, undisclosed building features, asbestos, or non-compliant existing wiring); (b) incorrect or incomplete information provided by the Customer; (c) requirements of the DNO, local authority or building regulations; or (d) changes in law, the Company shall notify the Customer in writing of the proposed Variation and the associated price adjustment before carrying out the additional work, save where immediate action is necessary on health and safety grounds.
11.3 Where a Variation involves a reduction or omission of works, an appropriate reduction in Price shall be made, reflecting the Company’s reasonable saved cost less any non-recoverable costs already committed.
11.4 If the parties are unable to agree on a proposed Variation and the Company reasonably considers that the Contract cannot safely, lawfully or practicably be completed as originally scoped, the Company may terminate the Contract under clause 10.5, and the Customer shall pay for works and Goods reasonably supplied up to the date of termination.
12.1 Any Installation dates or timeframes provided by the Company (whether in the Quotation, correspondence or otherwise) are estimates only and given in good faith based on information available at the time. Time shall not be of the essence in respect of performance of the Services unless expressly agreed otherwise in writing.
12.2 The Company shall use reasonable endeavours to complete the Installation within the estimated timeframe, but the Customer acknowledges that Installation timescales may be affected by a range of factors including (without limitation) weather, availability of Goods and suppliers, DNO timescales, site conditions, and other matters reasonably outside the Company’s direct control.
12.3 Where the Company becomes aware of a material delay, it shall inform the Customer as soon as reasonably practicable and shall agree a revised programme with the Customer, acting reasonably.
12.4 The Company shall not be liable for delays caused by: (a) the Customer’s acts, omissions or failure to meet its obligations under clause 5 or otherwise under the Contract (“Customer-caused Delay”); (b) the acts or omissions of third parties not under the Company’s control, including DNOs, local authorities, scaffolding firms, building control, manufacturers and suppliers (“Third-Party Delay”); or (c) any Force Majeure event under clause 20\.
12.5 Where a Customer-caused Delay results in the Company incurring reasonable additional cost (including wasted attendance, re-scheduling fees, extended storage of Goods, or additional scaffolding hire), the Company shall be entitled to recover such costs from the Customer in accordance with clause 5.6, on a reasonable and proportionate basis.
12.6 The Customer has the right, under the Consumer Rights Act and applicable law, to require performance within a reasonable time where no time has been agreed, and to exercise any resulting statutory remedy if the Services are not performed within such reasonable time. Nothing in this clause 12 restricts those rights.
13.1 The Company shall submit such applications and notifications to the relevant DNO in respect of the System as are required by the Engineering Recommendations (including ER G98 and ER G99 as applicable) and shall use reasonable endeavours to obtain DNO approvals where these are required before or after the date of Installation.
13.2 The Customer acknowledges that DNO approval timescales are outside the Company’s control and that the DNO may, in certain circumstances, (a) impose conditions on the Installation (including limitations on export capacity); (b) require network reinforcement works at the Customer’s cost; or (c) refuse the application in whole or in part. Any such outcome constitutes Third-Party Delay for the purposes of clause 12\.
13.3 Where DNO approval is refused or conditions are imposed that materially alter the viability or scope of the Installation, the parties shall discuss in good faith any resulting Variation to be effected under clause 11\. If agreement cannot be reached, either party may terminate the Contract by written notice, in which case the Company shall refund any sums paid by the Customer less the reasonable value of works and services properly performed up to the date of termination.
13.4 The Installation will be carried out in accordance with applicable UK regulatory, electrical safety, building control and industry standards where relevant, including (without limitation) BS 7671 (IET Wiring Regulations) and Building Regulations Part P where applicable. Where any certification, accreditation or consumer code requirement applies to the Contract, this will be identified in the Quotation or relevant customer documentation.
13.5 The Customer is responsible for notifying, where required, its energy supplier of the commissioning of the System and for applying for any export tariff, Smart Export Guarantee or equivalent arrangement. The Company shall provide such reasonable documentation as the Customer may reasonably require for such applications.
14.1 The Company shall supply Goods which conform in all material respects to the Quotation. Specific makes, models and technical specifications of Goods shall be as set out in the Quotation or as otherwise notified to the Customer.
14.2 The Company reserves the right to substitute any Goods specified in the Quotation with alternatives of equivalent or superior quality, specification and functional performance where the originally specified Goods are unavailable, discontinued, subject to unreasonable delay, or otherwise commercially impracticable to supply. The Company shall notify the Customer of any such substitution in writing as soon as reasonably practicable.
14.3 Where the Customer reasonably objects to a proposed substitution on the grounds that the substituted Goods are materially different in specification, appearance or functionality, the parties shall discuss in good faith with a view to agreeing a mutually acceptable alternative. If no agreement can be reached, the Customer may cancel the affected element of the Contract without penalty, and any sums already paid in respect of that element shall be refunded, save for costs reasonably and unavoidably incurred prior to substitution being proposed.
14.4 All Goods shall comply with applicable UK product safety and conformity requirements. Title to technical documentation, software, firmware and monitoring platforms remains with the relevant manufacturer or licensor and is made available to the Customer subject to the applicable third-party licence terms.
15.1 The Goods supplied under the Contract are covered by the manufacturer’s warranty applicable to each product, on the terms and for the durations published by the relevant manufacturer from time to time. A summary of applicable manufacturer warranties shall be provided with the Quotation or on Commissioning.
15.2 The Company warrants that the workmanship of the Installation will be free from material defect for a period of two (2) years from the date of Commissioning (“the Workmanship Warranty”), or for such longer period as is expressly stated in the Quotation. Under the Workmanship Warranty, the Company shall remedy at no cost to the Customer any defect arising solely from the workmanship of the Installation, provided the Customer notifies the Company of the defect promptly on becoming aware of it.
15.3 The Workmanship Warranty does not cover: (a) defects in Goods themselves (which are addressed by the manufacturer warranty); (b) damage caused by misuse, neglect, accident, tampering, unauthorised modification or repair, or use contrary to manufacturer instructions; (c) fair wear and tear or natural deterioration; (d) damage caused by extraordinary weather events, power surges, lightning, flood or fire; (e) faults arising from alterations to the property carried out by others after Commissioning; or (f) consumables, cleaning or routine maintenance items.
15.4 The Workmanship Warranty is in addition to, and does not limit, the Customer’s statutory rights under the Consumer Rights Act, including rights in respect of Goods being of satisfactory quality, fit for purpose and as described, and Services being performed with reasonable care and skill. Nothing in these Terms excludes or limits those statutory rights.
15.5 To claim under the Workmanship Warranty, the Customer should contact the Company at the address, email and/or telephone number provided in the Quotation or on the Company’s website, giving reasonable details of the defect. The Company shall attend within a reasonable period to investigate and, where the claim is valid, rectify the defect.
16.1 Where any certification, accreditation, consumer code, deposit protection, workmanship warranty protection, insurance-backed cover or similar customer protection applies to the Contract, the Company will comply with the relevant requirements and provide the Customer with the applicable documentation.
16.2 Where required by an applicable consumer code, accreditation scheme, certification scheme or contractual arrangement, the Company will arrange any relevant workmanship warranty protection, deposit protection or insurance-backed cover and provide the Customer with the applicable policy or scheme documentation.
16.3 Any such protection may be provided by an independent third-party provider. The terms, scope, exclusions, eligibility requirements and duration of that protection shall be as set out in the relevant documentation issued to the Customer.
16.4 Where no such protection applies to the Contract, the Workmanship Warranty shall operate on the terms set out in clause 15 alone.
17.1 Any figures, estimates or indications provided by the Company in respect of the expected generation, consumption, self-consumption, storage, import, export, bill reduction, financial savings, return on investment or payback period of the System (“Performance Estimates”) are illustrative projections based on standard assumptions and industry modelling tools (including, where appropriate, recognised industry methodologies).
17.2 Performance Estimates are not warranted, guaranteed or represented as a contractually binding level of performance. Actual performance will depend on a range of factors outside the Company’s control, including (without limitation) weather, solar irradiance, shading, seasonal variation, occupant behaviour and usage patterns, energy tariffs, electricity prices, changes in government policy or incentive schemes, and the condition of the System and the wider electricity network over time.
17.3 Nothing in this clause 17 excludes liability for any representation made fraudulently, or for any liability which cannot lawfully be excluded under the Misrepresentation Act 1967, the Consumer Rights Act or other applicable consumer protection legislation.
17.4 For the avoidance of doubt, the Company does not guarantee any specific level of financial savings, bill reduction, return on investment or payback period in relation to the System.
18.1 Risk in the Goods shall pass to the Customer on delivery of the Goods to the Installation Address, save that the Company shall remain responsible for the safe handling and installation of the Goods while they are being installed by its personnel or authorised subcontractors.
18.2 Title in the Goods shall not pass to the Customer until the Company has received, in cleared funds, payment in full of all sums then due under the Contract in respect of those Goods. Until title passes, the Customer shall keep the Goods safely, free from any charge, lien or other encumbrance, and clearly identifiable as the property of the Company.
18.3 Where the Customer fails to pay by the due date any sum which has become due under the Contract, and such failure is not remedied within 14 days of written notice, the Company may, to the extent permitted by law, enter the Installation Address on reasonable notice to recover any Goods in which title has not yet passed, without prejudice to its other rights and remedies.
18.4 Nothing in this clause 18 shall affect the passing of risk or title in respect of Goods which have been physically incorporated into the building such that their removal would cause material damage; in such circumstances, the Company’s remedies shall be limited to recovery of the unpaid sums together with interest and costs as provided elsewhere in these Terms.
19.1 Nothing in these Terms shall limit or exclude the Company’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) any liability under the Consumer Rights Act which cannot lawfully be limited or excluded; (d) defective products under the Consumer Protection Act 1987; or (e) any other liability which cannot lawfully be limited or excluded under applicable law.
19.2 Subject always to clause 19.1, the Company’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the total Price paid and payable by the Customer to the Company under the Contract.
19.3 Subject always to clause 19.1, the Company shall not be liable to the Customer for any loss of profit, loss of income, loss of opportunity, loss of anticipated savings, loss of revenue, loss of contract, loss of goodwill or loss of data, or for any indirect or consequential loss, howsoever arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
19.4 The Customer’s statutory rights as a consumer are not affected by this clause 19\.
20.1 Neither party shall be in breach of the Contract, nor liable for any delay in performing or failure to perform any of its obligations under the Contract, where such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”), including without limitation: acts of God; fire, flood, storm, earthquake or other natural disaster; war, invasion, terrorism, civil unrest or riot; pandemic, epidemic or public health emergency (including any resulting government measures); imposition of sanctions, embargoes or export controls; material changes in law; failure of utilities or communications networks; industrial action (other than involving that party’s own workforce); and failures or delays of suppliers, manufacturers or subcontractors caused by any of the foregoing.
20.2 The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and its likely effect on performance, and shall take reasonable steps to mitigate such effect.
20.3 If the Force Majeure Event continues for a period of more than 90 days, either party may terminate the Contract by giving written notice to the other, in which case any sums paid by the Customer (less the reasonable value of work and Goods properly supplied up to the date of termination) shall be refunded within 14 days of termination.
21.1 The Company is committed to providing a high standard of service and to resolving any complaint promptly, fairly and in good faith. The Customer is encouraged to raise any concern at the earliest opportunity, whether during design, installation, commissioning or following Commissioning.
21.2 Complaints should initially be raised with the Company’s customer service team in writing (by email or letter) to the contact details set out in the Quotation or published on the Company’s website. The complaint should include: the Customer’s name and Installation Address; a clear description of the issue; any supporting photographs or documentation; and the Customer’s desired outcome.
21.3 On receipt of a written complaint, the Company shall: (a) acknowledge the complaint in writing within two (2) Business Days; (b) investigate the complaint and provide a substantive written response within 14 days, or within such longer period as is reasonable in the circumstances and notified to the Customer; and (c) set out its proposed resolution and any steps required from the Customer.
21.4 Where the matter cannot be resolved informally, the Company shall provide the Customer with a “final response” or “deadlock” letter explaining the Company’s final position, which shall enable the Customer to pursue the complaint through Alternative Dispute Resolution under clause 22\.
21.5 The Company maintains reasonable records of complaints and their resolution in order to monitor service quality and continuously improve.
22.1 The parties shall seek in good faith to resolve any dispute arising out of or in connection with the Contract through the Company’s complaints procedure set out in clause 21 before commencing formal proceedings.
22.2 If a dispute is not resolved through the complaints procedure, the Customer may be entitled to refer the dispute to an independent Alternative Dispute Resolution (“ADR”) scheme. ADR is a process by which an independent third party considers the merits of a dispute and may propose a resolution. The Company supports consumer access to ADR and will, where requested, provide the Customer with information regarding the ADR scheme(s) applicable or available in respect of the Contract at that time.
22.3 Where an ADR, consumer code or dispute resolution scheme applies to the Contract, details of that scheme and how to access it will be provided to the Customer on request and, where required, on the issue of a final response or deadlock letter under clause 21.4.
22.4 Engagement with an ADR scheme does not affect the Customer’s statutory rights or the Customer’s right to commence court proceedings in accordance with clause 26\.
22.5 The Customer may also access any UK-approved ADR scheme or consumer dispute resolution platform applicable to the Contract at the relevant time.
23.1 From time to time, the Company may operate referral, refer-a-friend, discount, cashback, voucher or other promotional offers.
23.2 Any such offer shall be subject to the specific promotional terms issued by the Company at the time of the offer, including eligibility criteria, reward value, qualifying actions, exclusions, expiry dates and payment or fulfilment conditions.
23.3 Referral rewards are not guaranteed unless all applicable promotional conditions have been satisfied. The Company may withdraw, amend or suspend any promotional offer at any time where it is reasonable to do so, including in cases of suspected abuse, fraud, duplicate referrals, cancelled orders or non-payment.
23.4 Promotional offers cannot be exchanged for cash unless expressly stated, cannot be combined with other offers unless expressly permitted, and do not affect the Customer’s statutory rights.
24.1 The Company is committed to protecting the Customer’s personal data and will process such data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018 and other applicable UK data protection legislation (“Data Protection Legislation”).
24.2 Full details of how the Company collects, uses, stores and shares personal data, the lawful bases relied upon, data retention periods, and the rights available to individuals (including rights of access, rectification, erasure, restriction, portability and objection) are set out in the Company’s Privacy Policy, published on the Company’s website and available on request.
24.3 By entering into the Contract, the Customer acknowledges having been provided with, or directed to, the Privacy Policy, and confirms that personal data may be processed by the Company and its processors for purposes including the performance of the Contract, customer service and complaint handling, regulatory and compliance reporting, warranty administration, and (where lawful basis exists) service improvement.
24.4 Any queries relating to data protection, or any request to exercise rights under the Data Protection Legislation, should be directed to the Company’s Data Protection Officer as published in the Privacy Policy.
25.1 A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of a third party which exists or is available apart from that Act.
25.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
26.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
26.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, save that a Customer resident in Scotland or Northern Ireland may bring proceedings in the courts of that jurisdiction to the extent required by law.
26.3 Nothing in this clause 26 restricts the Customer’s statutory rights as a consumer, or prevents either party from seeking injunctive or interim relief in any jurisdiction as necessary to protect its rights.