OPTIMUM ENERGY SOLUTIONS LIMITED
TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

1.         Definitions

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

Contract                      
the Order Form and OES' acceptance of it, or the Client's acceptance of a quotation for Services by OES

Client                          
the person, firm or company who purchases Services from OES
           
OES Report                 
means the report (if any) provided by OES to the Client pursuant to the Services

Order Form                 
means the Energy Performance Certificate Order Form or, as the case may be the Home Information Pack Order Form

OES                            
means Optimum Energy Solutions Limited (Company No. 06470669) whose registered office is situated at 32 Windley Crescent, Darley Abbey, Derby DE22 1BY

Premises                     
means the premises specified on the Order Form

Services                      
means the services detailed on the Order Form or as otherwise described by OES

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 Order Form forms part of the Contract.

2.         Application of Conditions

2.1       
These Conditions shall:

2.1.1    
apply to and be incorporated into the Contract; and
2.1.2    
prevail over any inconsistent terms or conditions contained, or referred to, in any other document supplied by the Client (including without limitation any purchase order, confirmation of order, acceptance of a quotation, or specification) or implied by law, trade custom, practice or course of dealing.

2.2       
After completing and submitting the Order Form, you will receive an email from us acknowledging that we have received your order.  Please note this does not mean that your order has been accepted.  Your order constitutes an offer to us to purchase Services.  All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you a confirmatory email (the "Confirmation").  The contract between us will only be formed when we send you the Confirmation.

2.3       
Quotations are given by OES on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that OES has not previously withdrawn it.

3.         OES' Obligations

3.1       
OES shall use reasonable endeavours to provide the Services in accordance in all material respects with the Order Form.

3.2       
OES shall use reasonable endeavours to meet any performance dates specified in Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3       
OES shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Premises and that have been communicated to it under condition 4.1.4, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

4.         Client's Obligations

4.1       
The Client shall:

4.1.1    
co-operate with OES in all matters relating to the Services;
4.1.2    
provide OES, its agents, subcontractors, consultants and employees, access to the Premises at such time and on such date as is specified on the Order Form (or as OES may otherwise reasonably require);
4.1.3    
provide to OES, in a timely manner, such information as OES may require and ensure that it is accurate in all material respects; and
4.1.4    
inform OES of all health and safety rules and regulations and any other reasonable security requirements that apply at the Premises.

4.2       
If OES' performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, OES shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

4.3       
The Client shall be liable to pay to OES, on demand, all reasonable costs, charges or losses sustained or incurred by OES (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 Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to OES confirming such costs, charges and losses to the Client in writing.

5.         Cancellation

5.1       
To cancel a Contract, you must inform us in writing either to OES registered office or by email.

5.2       
If you are contracting as a Consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you receive our Confirmation.  In this case you will receive a full refund of any monies paid.

5.3       
In the event of cancellation, other than in accordance with condition 5.2, the Client will be liable to pay all costs incurred by OES up to and including the date upon which OES receives the cancellation.

6.         Charges and Payment

6.1       
In consideration of the provision of the Services by OES, the Client shall, unless otherwise agreed with OES, pay the fees detailed on the OES website prior to submitting and Order Form.
6.2       
The Client shall pay OES fees in accordance wit the terms set out in the Order Form.

6.3       
Without prejudice to any other right or remedy that it may have, if the Client fails to pay OES on the due date, OES may charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. OES may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

6.4       
Time for payment shall be of the essence of the Contract.

7.         Limitation of Liability

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

7.1.1    
any breach of the Contract;
7.1.2    
any use made by the Client of the Services, the Report  or any part of them; and 
7.1.3    
any representation, statement or tortious 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 OES:

7.3.1    
for death or personal injury resulting from negligence; or
7.3.2    
for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by OES; or

7.4       
Subject to condition 7.2 and condition 7.3:

7.4.1     OES shall not be liable for:
a)         loss of profits; or
b)         loss of business; or
c)         depletion of goodwill and/or similar losses; or
d)         loss of anticipated savings; or
e)         loss of goods; or
f)          loss of contract; or
g)         loss of use; or
h)         any special, indirect, consequential or pure economic loss, costs,                                   damages, charges or expenses.
7.4.2.   
OES' 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.

7.5       
OES shall have no liability whatsoever, howsoever and whenever arising in respect of any recommendation OES may make of other service providers. In the event that the OES does recommend or introduce other service providers to the Client, the Client must satisfy itself as to the suitability and qualification of that service provider.

8.         Data Protection

8.1       
The Client acknowledges and agrees that the Client's name, address and personal data may be processed by and on behalf of OES and hereby authorises OES to disclose such information as is reasonably necessary to effect any introduction requested by the Client.

9.         Force Majeure

9.1       
OES shall have no liability to the Client 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.

10.        Variation

10.1     
OES may, from time to time and without notice, change the Services and/or the Energy Efficiency Report in order 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 condition 10.1, no variation of the Contract or these Conditions or of any of the documents referred to in them 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.

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 parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention and in absence of or prior to the conclusion of such negotiations 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 (whether made negligently or innocently) other than as expressly incorporated within the Contract.

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

 

 

14.        Assignment

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

14.2     
OES may at any time assign, transfer, charge, mortgage, 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 or agent.

15.        Rights of Third Parties

15.1     
A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.        Service Availability

16.1     
Our site is only intended for use by people resident in the United Kingdom.  We do not accept orders from any other country.

17.        Governing Law and Jurisdiction

17.1     
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.

17.2     
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.