INSULATION TERM & CONDITIONS OF SALE
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the contract into which the Parties will enter on the Customer’s acceptance of the Quotation and of these Terms and Conditions which shall incorporate, and be subject to, these Terms and Conditions [and which is attached hereto as Schedule 1];
“Agreed Date” means the date on which the provision of the Services will commence as agreed by the Parties [as evidenced in Schedule 1];
“Agreed Times” means the times which the Parties shall agree upon during which the Insulation Installer shall have access to the Property to render the Services [as evidenced in Schedule 1];
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
“Customer” means the individual that requires the Services subject to these Terms and Conditions and the Agreement;
“Final Fee” means the total of all sums payable which shall be shown on the invoice issued in accordance with Clause 4 of these Terms and Conditions.
“Job” means the complete rendering of the Services;
“Order” means the Customer’s initial request to acquire the Services from the Insulation Installer as set out in Clause 2 of these Terms and Conditions;
“Products” means the products required to render the Services which the Insulation Installer shall procure and supply (unless otherwise agreed);
“Property” means the Customer’s home, as detailed in the Order and the Agreement, at which the Services are to be rendered;
“Quotation” means a quotation detailing proposed fees and services supplied to the Customer in accordance with Clause 2 of these Terms and Conditions;
“Quoted Fee” means the fee which will be quoted to the Customer following the Order which may vary according to the actual work undertaken as set out in Clause 4 of these Terms and Conditions;
“Services” means the insulation installation services provided by the Insulation Installer as detailed in Clause 5 of these Terms and Conditions;
“Visit” means any occasion, scheduled or otherwise, on which the Insulation Installer shall visit the Property to render the Services; and
“Work Area” means the part of the Property within which the Services are to be rendered.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to these Terms and Conditions;
1.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
1.2.6 a "Party" or the "Parties" refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.
1.7 Return visit meaning when our labour does not have continuity of work through no fault of their own, or if they are expected to work non-productively by the customer, and must leave site and return at a later date when they are able to carry on installing there measure(s) / service(s)
2.1 The Insulation Installer accepts orders for his Services through Email or First class postal service.
2.2 Before placing an Order the Customer shall set out, in detail, the Services required. Details required include the location and size of the Property, number and type of rooms in which work is required and the type(s) of insulation required. [The Insulation Installer shall provide an order form to the Customer which shall provide prompts for all required information.] [All such details are set out in the Agreement.] On receipt of all required information the Insulation Installer shall prepare and submit a Quotation to the Customer either by email or first class post which shall set out the required Deposit and fee, detailed in Clauses 3 and 4 respectively.
2.3 The Customer shall be free to make changes to the Order and Quotation prior to acceptance. The Customer may accept the Quotation by telephone, email or first class post.
2.4 The customer by signing this document accepts that they have been shown and understand the pre-install presentation, which includes the various the system details and the process in which the system will be fitted. This includes the use of verge trims at the top of the render system when there is less than a 30mm overhang and the use of window over sills as well as other standard details for the system being installed.
3.1 At the time of accepting the Quotation or not more than 2 days thereafter the Customer shall be required to pay a Deposit to the Insulation Installer. The Deposit shall be used to pay some of the up-front cost incurred by Hylo Limited such as materials and scaffolding.
4. Fees and Payment
4.1 The Quoted Fee shall include the price payable for the Services and for the estimated Products required to render the Services [and is further evidenced in Schedule 1].
4.2 The Insulation Installer shall use all reasonable endeavour’s to use only the Products (and quantities thereof) set out in the Quotation and the Agreement; however if additional Products are required the Final Fee shall be adjusted to reflect this. Any such increases shall be kept to a minimum.
4.3 In the event that the prices of Products or services increase during the period between the Customer’s acceptance of the Quotation and the commencement of the Services, the Insulation Installer shall inform the Customer of such increase and of any difference in the Final Fee. This would only ever be the case if the was a lengthy time between the contract being signed and the commencement of work.
4.4 The Insulation Installer shall invoice the Customer when the provision of the Services is complete.
4.5 All invoices must be paid within 7 days of receipt by the Customer.
4.6 Any sums which remain unpaid following the expiry of the time period set out in sub-Clause 4.5 shall incur interest on a daily basis at 8.5% above the base rate of The Bank of England obtaining at the time.
4.7 We have allowed for one continuous site visit to start and finish the proposed measure(s) / service(s), one visit meaning consecutive days excluding weekends and bank holidays. Any return visits will be subject to a return visit charge of £300 per return visit. (as per clause 1.7)
5.1 The Services shall be rendered in accordance with the specification set out in the accepted Quotation and the Agreement (as may be amended by mutual agreement from time to time).
5.2 The Insulation Installer may provide plans, diagrams or similar documents in advance of the Job. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Job or to guarantee specific results.
5.3 The Insulation Installer shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best trade practice.
5.4 The Insulation Installer shall ensure that no other parts of the Property suffer damage as a result of his rendering of the Services. Any damage which may occur shall be made good at no additional expense to the Customer prior to completion of the Job.
5.5 The Insulation Installer shall ensure that he complies with any and all relevant codes of practice.
5.6 While rendering the Services the Insulation Installer shall ensure that furniture, flooring and walls in the ‘Work
Area’ that are not the subject of the Services are suitably covered and protected for the duration of the Job.
5.7 [The Insulation Installer shall properly dispose of all waste that results from his rendering of the Services.]
5.8 Insulated render is a hand applied product and finishes and appearances will vary depending on the angle of the light or sun at certain times of the day, especially when the sun is at an acute angle to the finished render. The Brick effect render does not always match the existing brick work, the colour and pattern of the brick effect render often vary due to the wall area being increased slightly and the render being newer than the existing bricks.
5.9 Enabling works – If customer has requested adjustments of Fences, Gates, Sheds etc, the Insulation installer is only responsible for replacing what has been removed and will not replace any rotten parts or any damaged parts that had been damaged prior to the insulation installer removing them.
5.10 Some insulation materials produce very small particles during the installation process; it is not always possible for the insulation installer to guarantee 100% of these particles will be cleared away on completion of the insulation work.
5.11 Insulation installer will protect sprayed UPVC windows and doors by using a low tack tape; however the insulation installer cannot accept any responsibility for the paint finish as the low tack tape is removed from the window frame. Historically paint has been known to peel away from the window frame during the removal process, should you wish the insulation installer to not use low tack tape on your window frames please notify the insulation installer’s management team or office in writing prior to the insulation work starting on your property.
5.12 There may be occasions during the installation period when no operatives will be working on your property, this will generally be due to weather conditions not being suitable, material’s being delayed in transit or a transitional period between various trades, the installation installer will do their upmost to keep you informed as and when such occasion arise.
5.13 The installation time period specified to the customer for completing the installation work is a guideline only and the installation installer cannot be held responsible for any reasonably delays. From time to time the installation can take longer than expected as a result of inclement weather conditions, material deliveries being delayed, sickness of operatives and many other variables.
6. Customer’s Obligations
6.1 If any consents, licenses or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Customer’s responsibility to obtain the same in advance of the commencement of the Services.
6.2 The Customer shall ensure that the Insulation Installer can access the Property at the Agreed Times to render the Services.
6.3 The Customer shall have the option of giving the Insulation Installer a set of keys to the Property or being present at the Agreed Times to give the Insulation Installer access. The Insulation Installer warrants that all keys shall be kept safely and securely.
6.4 The Customer shall ensure that the Insulation Installer has access to electrical outlets and a supply of hot and cold running water.
6.5 The Customer must give the Insulation Installer at least 48 hour notice if the Insulation Installer will be unable to provide the Services on a particular day or at a particular time. The Insulation Installer will not invoice for cancelled Visits provided such notice is given. If less than 48 hour notice is given the Insulation Installer shall invoice the Customer at his normal rate.
6.6 The customer must take reasonable care of materials that have been delivered to their property, all attempts must be made to ensure they are stored safely and securely to minimize the risk of theft and damage.
6.7 It is the homeowner’s responsibility to ensure that suitable planning consent has been obtained before any work has been started. External wall insulation is considered to be an ‘Improvement’ rather than ‘Development’ and, in most cases does not require planning approval from to the local planning authority as the work is classed as permitted development. However there are some instances, such as listed building, buildings in conservation areas, buildings that comprise of a number of residential units, houses that have been sub divided into a number of residential units, changing the appearance of the property from brick to render and were the new work will overhang a neighbouring property or footpath. For further information please go to www.london.gov.uk and search planning permissions.
6.8 The Customer must ensure that they are in possession of any government funding vouchers or paperwork that are needed prior to the commencement of any works. Customer is responsible for making sure all funding has been obtained and is responsible for paying Hylo Ltd the agreed quoted amount whether or not grant 4
funding is issued to the customer.
6.9 On the day of handover the Insulation installer will walk around the property with customer to ensure that the work is completed and of a good standard, if there are any outstanding issues that customer is not happy including small snagging items, they need to be documented on the handover checklist, this gives the installation installer a clear understanding of any items that need to be rectified. Please not that any outstanding items not documented on the day the handover checklist is carried out cannot be raised at a later date and will be charged at our standard rate of £300 per day per operative plus material costs if needed. Once the insulation installer has rectified any items raised customer on the handover checklist, the customer must write completed and initial next to each item raised.
6.10 Customer cannot give direct orders to installation teams, all request for anything that differs from the original agreed contract must be through the installation installer’s management team or office. Any work carried out by the insulation installers on-site operatives as a result of the customer approaching them directly, will not be recognized by the insulation installer and/or covered by any warranty provided by the insulation installer, nor will the insulation installer be accountable for the quality of the work, nor any waste, mess or damage created as a result of this work.
6.11 It is customers own responsibility to inform their neighbours about any works that are to be carried out on the customers property, it is also important that the customer gets written approval from their neighbours if scaffolding needs to be placed in or overhangs a neighbours garden, drive or supported/braised against the neighbours flank walls.
6.12 Cars parked closer than 5 meters from scaffold areas or areas where works are taking place are left at owners risk, it is customer’s responsibility to inform anyone who might be affected.
6.12.1 On completion of External Wall Insulation (EWI) which does not include any of refitting's of sills, gates , mastic , extras and general re-enabling works, the customer must sign and complete all necessary paperwork for submission of funding claim. This will consist of a ’Declaration Of Conformity’ for Insulated render works only or Internal Wall Insulation works only, and the Relevant funding Voucher. A second and final handover sheet will be presented to the customer to complete and sign for the enabling works once they are completed.
6.12.2 All refitting will be installed during funding application process.
6.12.3 Scaffolding will not be dismantled until all necessary paperwork is signed and submitted; in which case any damage caused by scaffolding being up for prolonged periods of time will not be the responsibility of the Insulation installer, with any subsequent damage or staining from dirty water splashing from the scaffold being the customers responsibility, the insulation installer reserves the right to charge the customer for any remedial work required as a result. This will be charged at the standard day rate of £300 per day per operative plus cost of materials if any.
7.1 The Customer may cancel or reschedule the Job at any time before the Agreed Start Date, however the following shall apply to cancellation or rescheduling:
7.1.1 If the Customer cancels the Job within the 14 day cooling off period, which starts from the date the service agreement is signed, the full deposit amount will be repaid, unless the customer has opted to waiver the cooling off period by opting for a start date within the cooling off period.
7.1.2 If the Customer cancels the Job less than 14 days before the Agreed Start Date, the Insulation Installer shall retain the deposit and all sums paid. Any outstanding sums shall become immediately payable. No refund shall be issued
7.1.3 If the Customer reschedules the Job more than 21 days before the Agreed Start Date, the Insulation Installer shall retain all sums paid, including the Deposit and shall deduct all such sums from any related balance payable on the rescheduled Job.
7.1.4 If the Customer reschedules the Job less than 21 days before the Agreed Date, the Insulation Installer shall retain all sums paid including the Deposit, and shall deduct all such sums excluding the Deposit from any balance payable on the rescheduled Job. A new Deposit shall be payable on the rescheduled Job.
7.1.5 If the Customer reschedules the Job less than 14 days before the Agreed Date the Insulation Installer shall retain all sums paid and any outstanding sums shall become immediately payable. No refund shall be issued and no sums paid will count toward the fees and Deposit payable on the rescheduled Job.
7.1.6 The Insulation Installer may cancel the Job at any time before the Agreed Date and shall refund all sums paid, including the Deposit.
7.1.7 The customer has the right to terminate the Agreement up to 7 days prior to work commencing if the quotation is based on a customer receiving Green Deal Home Improvement Fund or The Green Deal Community fund otherwise known as “Smart homes”. This is only in the case the Green Deal Home Improvement Fund voucher or The Green Deal Community fund application is rejected.
8. Guarantee, Liability, Indemnity and Insurance
8.1 The Insulation Installer shall ensure that he has in place at all times suitable and valid insurance which shall include Public Liability Insurance, Employers Liability Insurance and Product Liability Insurance.
8.2 The Insulation Installer’s Limit of Indemnity is £10,000,000 for any one accident and in aggregate in any period of insurance for products are supplied.
8.3 The Insulation Installer is not liable for any loss or damage suffered by the Customer which results from the Customer’s failure to follow any instructions given by the Insulation Installer.
8.4 Nothing in these Terms and Conditions shall limit or exclude the Insulation Installer’s liability for death or personal injury.
8.5 The Insulation Installer shall indemnify the Customer against any costs, liability, damages, loss, claims or proceedings arising out of the Insulation Installer’s rendering of the Services or any breach of these Terms and Conditions.
8.6 The Customer shall indemnify the Insulation Installer against any costs, liability, damages, loss, claims or proceedings arising out of the Customer’s failure to meet any of its obligations or any other breach of these Terms and Conditions.
8.7 The Insulation Installer will provide an insurance backed guarantee that the Services provided shall be free from any and all defects for a period of: (a) 25 years EWI (b) 5 Years IWI (c) 2 Years Loft Insulation following completion of the Job.
8.8 The guarantee will only be issued to the customer once Hylo Limited has received the full payment of the amount quoted to the customer. The paperwork can take up to 28 days to arrive although the property will be under cover from the date the payment is made.
8.9 If any defects in the product of the services appear during the guarantee period set out in sub-clause 8.7 the Insulation Installer shall rectify any and all such defects at no cost to the customer.
8.10 Guarantees will only be valid if the customer follows the instructions on the manufactures maintenance sheet which will be provided on completion of the works, and once all outstanding invoices have been paid.
9. Data Protection
The Insulation Installer will not share the Customer’s personal data with any third parties for any reasons without the prior consent of the Customer. Such data will only be collected, processed and held in accordance with the Insulation Installer’s rights and obligations arising under the provisions and principles of the Data Protection Act 1998.
10. Force Majeure
10.1 No Party to the Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
10.2 [In the event that a Party to the Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of 28 days, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services completed up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.]
11.1 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
11.1.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 7 Business Days of the due date for payment;
11.1.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
11.1.3 an encumbrance takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
11.1.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
11.1.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
11.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
11.1.7 that other Party ceases, or threatens to cease, to carry on business; or
11.1.8 Control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
11.2 For the purposes of sub-Clause 11.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
11.3 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
12. Effects of Termination
Upon the termination of the Agreement for any reason:
12.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
12.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;
12.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which exist at or before the date of termination; and
12.4 Subject as provided in this Clause 12 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.
13. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
14. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
17. Assignment and Sub-Contracting
17.1 [Subject to sub-Clause 18.2] The Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-license or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
17.2 [The Insulation Installer shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Party in question.]
18.1 [The Parties agree that all times and dates referred to in the Agreement shall be of the essence of the Agreement.] OR
18.2 [The Parties agree that the times and dates referred to in the Agreement are for guidance only and are not of the essence of the Agreement and may be varied by mutual agreement between the Parties.]
19. Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
20. Third Party Rights
No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
21.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorized officer of the Party giving the notice.
21.2 Notices shall be deemed to have been duly given:
21.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
21.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
21.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
21.2.4 On the tenth business day following mailing, if mailed by airmail, postage prepaid. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
22. Entire Agreement
22.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of the Parties.
22.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
25. Dispute Resolution
25.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
25.2 [If negotiations under sub-Clause 25.1 do not resolve the matter within 14 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.]
25.3 [If the ADR procedure under sub-Clause 25.2 does not resolve the matter within 28 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
25.4 The seat of the arbitration under sub-Clause 25.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.]
25.5 Nothing in this Clause 25 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
25.6 The decision and outcome of the final method of dispute resolution under this Clause 25 shall [not] be final and binding on both Parties.
26. Law and Jurisdiction
26.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
26.2 Subject to the provisions of Clause 25, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.