Terms & Conditions

1. INTERPRETATION
2. APPLICATION OF CONDITIONS
3. PROVISION OF THE SERVICES
4. THE NETWORK’S OBLIGATIONS
5. CUSTOMER’S OBLIGATIONS
6. INTELLECTUAL PROPERTY RIGHTS
7. LIMITATION OF LIABILITY
8. DATA PROTECTION
9. TERMINATION
10. FORCE MAJEURE
11. VARIATION
12. WAIVER
13. SEVERANCE
14. ENTIRE AGREEMENT
15. ASSIGNMENT
16. NO PARTNERSHIP OR AGENCY
17. RIGHTS OF THIRD PARTIES
18. NOTICES
19. GOVERNING LAW AND JURISDICTION
SCHEDULE 1 SERVICES
SCHEDULE 2 WEB SITE

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).

Certificate fee: the fee payable in accordance with the procedure and requirements of The Network’s website by the Customer for the provision of the Services by The Network
Contract: the legally binding agreement which arises under Clause 2.2.
Customer: the person, firm or company who purchases the Services from The Network.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Premises: the Premises for which the Customer requires the Services
Services: the services to be provided by The Network as provided in Schedule 1
The Network: Green house
The Network’s web site : The Network’s web site as provided in Schedule 2
The Energy Assessor. The Network’s subcontractor, consultant or employee allocated by The Network to deliver the Services and accredited in accordance with applicable UK statute and/or regulation and/ or any other legally binding Government requirements
VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2. Headings in these conditions shall not affect their interpretation.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4. The schedule forms part of the Contract.

1.5. A reference to writing or written includes faxes but not e-mail.

1.6. Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. APPLICATION OF CONDITIONS

2.1. These Conditions shall:

(i) apply to and be incorporated into the Contract; and

(ii) prevail over any inconsistent terms or conditions contained in any Document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.

2.2. The quotation for the supply of the Services by The Network constitutes an offer by The Network to supply the Services on these Conditions and shall be accepted by the Customer upon:

(i) acceptance of these terms, and

(ii) payment of the Certificate Fee
in accordance with the procedures and requirements of The Network’s web site when a contract for the supply and purchase of the Services on these Conditions will be established.

2.3 Quotations are given by The Network on the basis that no Contract shall come into existence except in accordance with condition 2.2.

2.4. Provided that The Network has not previously withdrawn it, any quotation remains valid for a period of 24 hours immediately after it has been provided after which period it will be deemed automatically withdrawn

3. TIME FOR PROVISION OF THE SERVICES

3. The Services shall be provided by The Network to the Customer

(i) in respect of the inspection of the Premises, on a date of inspection arranged by the Customer directly and exclusively with The Energy Assessor, and

(ii) in respect of the subsequent submission of an Energy Performance Certificate , within a reasonable period of time from the date of inspection of the Premises by The Energy Assessor

4. THE NETWORK’S OBLIGATIONS

4.1. Provided the Customer complies with its obligations under this contract The Network shall supply the Services for the Certificate Fee.

4.2. The Network shall use reasonable endeavours to meet any times and dates agreed for the performance or part performance of the Services but time shall not be of the essence.

4.3. The Network may, without prejudice to any other rights it may have, set off any liability of the Customer to The Network against any liability of The Network to the Customer.

5. CUSTOMER’S OBLIGATIONS

5.1. The Customer shall:

(a) arrange and agree a date of inspection directly and exclusively with The Energy Assessor of the Premises

(b) co-operate with ,and communicate, directly and exclusively with The Energy Assessor in all matters relating to the Services including (without limitation) the date for inspection of the Premises, the collection and uploading of any data, the delivery of the Energy Performance Certificate, and any queries, disputes inaccuracies, discrepancies, or other concerns in respect of the production supply or content of the Energy Performance Certificate ( including, without limitation, the grading /energy assessment contained in) the Energy Performance Certificate)

(c) provide The Energy Assessor in a timely manner and at no charge with access to every part of the Premises ( including, without limitation, any loft) as reasonably required by The Energy Assessor. In the event that the Customer does not attend any appointment at the Premises agreed with the Energy Assessor, and in consequence the Energy Assessor cannot perform the Services, The Network will be relieved of its obligations under this Contract to provide the Services unless the Customer pays to The Network within 48 hours of the said failed appointment the additional sum of £25 to secure a new appointment.

(d) at its own cost, provide access to, prepare and maintain the Premises so as to enable the Services to be supplied or supplied safely ( including without limitation identifying, monitoring, removing and disposing of any hazardous materials from the Premises in accordance with all applicable laws and regulations )

(e) during the inspection of the Premises by the Energy Assessor , comply with all health and safety rules and regulations and any security requirements applicable to the Premises. The Customer agrees and acknowledges that The Network shall have no such obligations and responsibilities save as to those (if any) which by operation of law cannot be excluded. In the event that the Energy Assessor reasonably determines that the Customer has failed to comply with its obligations under this clause, The Network will be relieved of its obligations under this Contract to provide the Services and shall promptly refund any payment made by the Customer to The Network but shall be entitled to retain the sum of £25 as an administration fee.

(f) inform the Energy Assessor of any energy-saving measures that have been carried out at the Premises and any other information in relation to the Customer's Premises relevant to the proper provision of the Services

5.2. If The Network's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, employees, and/ or (as relevant) tenants or landlords The Network shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay,

5.3. The Customer shall be liable to pay to The Network, on demand, all reasonable costs, charges or losses sustained or incurred by The Network (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to The Network supplying such costs, charges and losses to the Customer.

5.4 The Customer warrants that it has obtained valid consent (s) to the provision of the Services by all and any parties (including, without limitation, any tenant or landlord) whose permission is required for the supply of the Services

6. INTELLECTUAL PROPERTY RIGHTS

6.1 As between the Customer and The Network, all Intellectual Property Rights and all other rights in the Energy Performance Certificate shall be owned by The Network. The Network licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Energy Performance Certificate

6.2. If the Contract terminates this licence shall automatically terminate.

7. LIMITATION OF LIABLITY

7.1 This condition 7 sets out the entire financial liability of The Network (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:

(a) any breach of the Contract;

(b) any use made by the Customer of the Services and the Energy Performance Certificate

(c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.

7.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

7.3. Nothing in these Conditions limits or excludes the liability of The Network:

(i) for death or personal injury resulting from negligence; or

(ii) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by The Network; or

7.4. The Network shall not be liable for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss of corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

7.5. The Network's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.

8. DATA PROTECTION

The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of The Network, and that the information provided by the Customer to The Network (other than any payment details) will be supplied by The Network to the Energy Assessor and may be used by The Network in, or supplied by The Network to and used by, any associated business of The Network

TERMINATION

Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:

(i) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach; or

(ii) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or

9. FORCE MAJEURE

The Network shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of The Network 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 The Network’s subcontractors.

10. VARIATION

10.1 The Network may without notice amend the Services to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.

10.2 Subject to clause 11.1 no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.

11. WAIVER

11.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. 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 preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

11.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

12. SEVERANCE

12.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

12.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, [the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable

13. ENTIRE AGREEMENT

13.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

13.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than any in these conditions

13.3 Nothing in this condition shall limit or exclude any liability for fraud.

14. ASSIGNMENT

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

14.2 The Network may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of 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 or agent.

14.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.

15. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16. RIGHTS OF THIRD PARTIES

A person who is not a party to the Contract shall not have any rights under or in connection with it.

17. NOTICES

17.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in Schedule 2, or as otherwise specified by the relevant party by notice in writing to the other party.

17.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in Schedule 2 or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

17.3 This condition 18 shall not apply to the service of any in any proceedings or other documents in any legal action.

17.4 A notice required to be given under the Contract shall not be validly served if sent by e-mail.

18. GOVERNING LAW AND JURISDICTION

18.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.

Schedule 1 Services

A visual only inspection by The Energy Assessor of the Premises and the subsequent submission of an Energy Performance Certificate for and/ or Advisory report on the Premises to the Customer and to Landmark Information Group Ltd