Standard Terms and Conditions:
The contract (the ‘Contract’) is made on receipt by Sustainable Energy Connections Ltd of (i) a formal acceptance (‘the Acceptance’) from the customer (‘the Customer’) of a quotation from Sustainable Energy Connections Ltd for the new utilities installation work and associated works (the ‘Quotation’) and (ii) payment in full for the Works (as defined below) as set out within the Quotation. The Contract shall comprise the Quotation, the Acceptance and the following terms and conditions. Save wherever defined within these terms and conditions all defined terms shall have the meaning as expressly set out within the Quotation.
1. THE WORKS
1.1 Subject to the terms and conditions set out below Sustainable Energy Connections Ltd shall in consideration of the Contract Price set out within the Quotation carry out and complete the works as set out in the Quotation and (if applicable) as varied in accordance with clauses 6.1 and 7.2 below (which shall together be referred to as “the Works”).
2. EXCLUSIONS
2.1 The following are not included in the Works, unless specified within the Quotation to the contrary:
(a) the supply and installation of a recessed meter housing;
(b) the supply or installation of Gas meters;
(c) the matching of any permanent reinstatement of drives, paths and other surfaces
to the existing surface, colour or materials;
(d) the reinstatement of fences, walls, landscaping, drainage or special surface
finishes of any kind;
(e) any work (including cross bonding) on the outlet side of the meter;
(f) the making good of plasterwork, cosmetic surfaces, decorative finishes and the like other than damage caused by negligent or defective workmanship of Sustainable Energy Connections Ltd which shall be made good by Sustainable Energy Connections Ltd at no additional cost to the Customer.
(g) the breaking out of any reinforced concrete or unidentified underground structures.
(h) Traffic management schemes requiring more than standard Chapter 8 signage, lighting and guarding.
(i) any costs associated with lane rentals and highway permit schemes, suspending parking bays or temporary bus stops.
(j) reinforcement works required by the Gas transporter.
2.2 If and to the extent that any further items are stated within the Quotation to be excluded from the Works these shall also be deemed to be outside the scope of the Works.
3. LIABILITIES
3.1 Notwithstanding any other provision in this Contract, Sustainable Energy Connections Ltd accepts all liability if something Sustainable Energy Connections Ltd does negligently causes death or personal injury, or physical damage to property.
3.2 For the avoidance of doubt nothing contained within these terms and conditions affects the Customer’s statutory rights.
3.3 In respect of all other loss or damage suffered by the Customer under this Contract, where the cause of the loss or damage is the fault of Sustainable Energy Connections Ltd, Sustainable Energy Connections Ltd liability shall, subject to Clause 3.4, be limited to an amount not exceeding the amount payable by the Customer under clause 7.1
3.4 Subject to clause 3.1, under no circumstance does Sustainable Energy Connections Ltd accept liability for business loss (which includes without limitation; loss of contracts, loss of profits, loss of revenue, delay damages or loss of anticipated savings in expenditure, indirect or consequential loss) as a result of either Sustainable Energy Connections Ltd.’s breach of the Contract or Sustainable Energy Connections Ltd.’s negligence or otherwise.
4. TIMESCALES
4.1 Sustainable Energy Connections Ltd shall:-
(a) not be obliged to commence the Works until the Quotation has been accepted and advance payment has been received in full or in accordance with the payment terms detailed within the quotation if applicable;
(b) carry out the Works during Sustainable Energy Connections Ltd normal working days between the hours of 08.00 and 17.00;
(c) give the Customer at least two days prior notice of the proposed commencement date or any
amended commencement date of the Works, the lead times being subject to current workloads, availability of third party supplies, and relevant notice periods forming part of the works enabling process;
(d) having commenced the Works, complete the Works without undue delay, unless delayed or prevented from doing so by events or circumstances beyond its control when it will be entitled as appropriate to either reasonable additional time or to terminate the Contract and in the event that Sustainable Energy Connections Ltd terminates the Contract pursuant to this clause 4.1(d), Sustainable Energy Connections Ltd shall be entitled to terminate the Contract immediately and will refund the Customer any part of the payment made which has not been reasonably incurred by Sustainable Energy Connections Ltd in relation to the Works at the time of termination; and
(e) if and wherever the Works are required to be undertaken in phases as set out within the Quotation Sustainable Energy Connections Ltd shall be at liberty to plan and sequence its activities as it sees fit in order to complete its obligations in accordance with such phases.
5. INFORMATON AND ACCESS
5.1 The Customer shall:-
(a) provide accurate, and hereby warrants the accuracy of, information in its request for a quotation and in the Acceptance;
(b) obtain any necessary consents for any part or parts of the Works or access, facilities and plant therefor to cross land or property not belonging to the Customer (other than public highways). Sustainable Energy Connections Ltd will on request provide without charge an acceptable standard form of consent. In carrying out the Works, Sustainable Energy Connections Ltd shall be entitled to rely upon the Customers’ confirmation that such consents have been obtained;
(c) provide access as required by Sustainable Energy Connections Ltd to the Premises and any relevant third party property for the Works.
(d) in the event that the customer cancels a visit to the site with less than 48hrs notice then Sustainable Energy Connections Ltd shall be entitled to a variation and such variations shall be deemed to be a Variation as defined in clause 7.2 and the provisions of clause 7.2 shall apply.
5.2 Sustainable Energy Connections Ltd will assume:
(a) that the service pipe will not cross third party land (other than a public highway):
(b) that the service pipe can follow, without any obstruction and without crossing bridges, tunnels or other such similar civil engineering works the shortest direct route from the Site to an appropriate main immediately adjacent to those Premises.
(c) that, unless the Customer indicates to the contrary, the Premises does not form part of a multi-story property;
(d) that unless stated in the quotation the Works do not form part of a request for an increased load;
(e) that where the Customer indicates to Sustainable Energy Connections Ltd arriving at the Premises, that such excavation works will be carried out by the customer in accordance with the Quotation, that the said excavation works will have been completed prior to arrival and will be in a suitable state to undertake the works.
(f) the location of the termination of the service pipe as requested by the Customer complies with all relevant laws and regulations;
(g) that there are no unforeseen ground or site conditions causing an obstruction, or impediment to the planned sequence and carrying out of the Works and which Sustainable Energy Connections Ltd could not reasonably have known about;
(h) that there are no delays or refusals of any necessary approvals, consents or permits from any statutory body or authority or Adopting Transporter for any reason beyond the reasonable control of Sustainable Energy Connections Ltd;
(I) that any other Particular Requirements as set out in the Quotation are satisfied or provided by the Customer.
5.3 Upon arrival at the Premises, Sustainable Energy Connections Ltd shall carry out an inspection to confirm, as far as practicable, that the assumptions set out in clause 5.2, any other assumptions (if any) set out within the Quotation, and the information provided by the Customer are correct before carrying out the Works. In the event that the information or any one or more of the assumptions are not correct, and the Customer did not draw this to the attention of Sustainable Energy Connections Ltd at the time of submitting the Acceptance, then Sustainable Energy Connections Ltd shall be entitled (at its discretion) to terminate the Contract immediately and will refund the Customer any part of the payment made which has not been reasonably incurred by Sustainable Energy Connections Ltd in relation to the Works at the time of termination or
alternatively, to treat the incorrect assumption or assumptions as giving rise to a deemed Variation.
6. VARIATIONS
6.1 In the event that, following a site visit (if deemed necessary by Sustainable Energy Connections Ltd) or an inspection pursuant to clause 5.3, or despite any of the assumptions being discovered to be incorrect, Sustainable Energy Connections Ltd elects not to terminate the Contract but to continue to perform its obligations, it shall do so subject to the provisions of clause 7.2.
6.2 To the extent that variations are required to the Works as set out in the Quotation, such variations shall be deemed to be a Variation as defined in clause 7.2 and the provisions of clause 7.2 shall apply.
6.3 The Customer shall, subject to the provisions of clause 7.2, be entitled to instruct a variation to the original scope of the Works provided always that the Customer shall not be entitled to issue an instruction to reduce, limit or omit from the scope of the Works without the prior written consent of Sustainable Energy Connections Ltd. The Customer acknowledges that any such reduction, limit or omission from the original scope of the Works, including a reduction in the number of Plots to be connected to the Infrastructure or changes in plot types or heating arrangements for plots or changes to the Adopting Transporter’s Asset Payments is anticipated to put Sustainable Energy Connections Ltd in breach of the terms of its contract with the Adopting Transporter, undermining the financial viability of that agreement and this Contract, in which case (i) the Customer shall be liable to reimburse and indemnify Sustainable Energy Connections Ltd for all costs, losses, expenses and liabilities thereby arising and/or
(ii) the Customer shall be liable to pay Additional Charges equivalent to the reduction in the Asset value payment from the adopting Gas Transporter.
6.4 In the event that the Customer requires any part of the Works to be postponed or re-sequenced or rescheduled such that it will be undertaken wholly or partly more than 12 months after the date of the Acceptance then Sustainable Energy Connections Ltd shall be entitled at its discretion to apply a reasonable increase to the Contract Price to reflect inflation of its business costs and overheads and the same shall be treated as Additional Charges.
6.5 Should the costs of metal, as recorded on the London Metal Exchange, increase from the date of quotation up to the point of installation then Sustainable Energy Connections Ltd shall be entitled to a variation and such variations shall be deemed to be a Variation as defined in clause 7.2 and the provisions of clause 7.2 shall apply.
7. PAYMENT
7.1 The Customer shall make payment of the Contract Price in line with the details set out within the Quotation with the Acceptance (including VAT when applicable). The Contract Price is a lump sum price for the scope of works set out within the Quotation and is not subject to any re-measurement or revaluation other than as detailed within 6 Variations above.
7.2 In the event that additional work is necessary to complete the Works or additional costs are incurred as a result of any variation either due to;
(a) an event which is not reasonably foreseeable;
(b) changes or deviation from the original project specification or programme as instructed by the
Customer;
(c) the occurrence of or need to address any matter falling within the Exclusions listed in the
Quotation or within clause 2 hereof;
(d) incorrect or incomplete information provided by the Customer;
(e) any other change affecting this contract which is outside the control of Sustainable Energy Connections Ltd (any of which is hereby referred to as a ‘Variation’);
then Sustainable Energy Connections Ltd shall be entitled to submit additional charges (‘Additional Charges’) to and receive payment from the Customer in respect of the Variation. Sustainable Energy Connections Ltd shall explain to the Customer the purpose and content of the Variation. The Additional Charges shall be agreed with the Customer in advance of the Variation being carried out, and shall be the additional cost to Sustainable Energy Connections Ltd (plus VAT where applicable) incurred or anticipated to be incurred as a result of carrying out the Variation. The Customer shall make payment for the Additional Charges within 5 days of the date of the Invoice. In the event that the Additional Charges are not received in accordance with these terms the Customer shall be deemed to have terminated the Contract and the provisions of clause 8.1 below shall apply. In the event that the Customer refuses to agree the Additional Charges Sustainable Energy Connections Ltd shall be entitled (at its discretion) to terminate the Contract
immediately and will refund the Customer any part of the payment made which has not been
reasonably incurred by Sustainable Energy Connections Ltd in relation to the Works at the time of termination.
7.3 The Customer acknowledges that the Quotation and the Contract Price therein are calculated having regard to a contribution by the Adopting Transporter to Sustainable Energy Connections Ltd.’s costs of the Works. The Customer agrees that if for any reason the Adopting Transporter fails to make payment to Sustainable Energy Connections Ltd of the whole or part of that contribution the Customer shall be liable to make up any shortfall in such contribution, which shall be paid to Sustainable Energy Connections Ltd as an Additional Charge in accordance with clause 7.2.
8. TERMINATION
8.1 The Customer may terminate this Contract at any time by giving written notice, conditional upon payment of a cancellation charge. A sliding scale based on the planned start date is used to determine the amount payable:
• Cancellation less than 7 days prior to commencement – 100% of contract value
• Cancellation thereafter – any reasonable costs incurred by Sustainable Energy Connections Ltd as calculated by Sustainable Energy Connections Ltd.
8.2 Sustainable Energy Connections Ltd may terminate the Contract immediately if the information given by the Customer is incorrect and significantly affects the Quotation. Sustainable Energy Connections Ltd will refund to the Customer any part of the payment made which has not been expended or committed in relation to the Works at the time of termination.
9. USE OF CONTRACTORS
9.1 Sustainable Energy Connections Ltd is entitled to sub-contract the whole or any part of the Works.
10. WARRANTY
10.1 Sustainable Energy Connections Ltd warrants that the Works will be carried out with reasonable skill and care and free from defect (except as arises from user abuse or improper operation) for one year from the completion of the Works.
11. OWNERSHIP OF INFRASTRUCTURE
11.1 For the purposes of this Contract the “Infrastructure” shall mean the completed Works at the
Premises. The Infrastructure shall at all times prior to Completion, and/or adoption by the relevant
asset owner, belong to Sustainable Energy Connections Ltd. For the purposes of this Contract “Completion” shall mean the date when legal ownership of the Infrastructure is transferred to the Adopting Transporter.
11.2 The Customer acknowledges and agrees that upon Completion legal ownership of the Infrastructure shall be transferred by Sustainable Energy Connections Ltd to the Adopting asset owner.
11.3 The Customer grants to Sustainable Energy Connections Ltd the exclusive right to appoint the Adopting asset owner and unfettered discretion to enter into an agreement to transfer the Infrastructure to the Adopting asset owner and the Customer shall not do anything to interfere with or obstruct such right.
11.4 The Customer undertakes, if so requested by Sustainable Energy Connections Ltd to enter into an agreement with the Adopting asset owner to confirm the exclusive appointment of the Adopting Asset Owner.
11.5 The Customer warrants that it has not at the date of this Contract appointed an Adopting asset owner, and that it shall take no steps to make any such appointment save at the specific request of Sustainable Energy Connections Ltd.
11.6 The Customer agrees and undertakes that in the event that it assigns or otherwise transfers its interests, rights or obligations under this Contract (as may be permitted by the terms of this Contract) it shall do so only on terms which bind its assignee to the appointment of such Adopting asset owner as may already at that time have been selected, notified or appointed by Sustainable Energy Connections Ltd.
12. CONFLICT, NOTICES AND JURISDICTION
12.1 In the event of any conflict or ambiguity between the Quotation and these terms and conditions, these terms and conditions shall take precedence.
12.2 Any notice must be served by prepaid post at the relevant Sustainable Energy Connections Ltd or Customer address shown on the Quotation, with a non binding copy issued to the Sustainable Energy Connections Admin email address
– admin@seconnections.co.uk.
12.3 This Contract is governed by the laws of England and subject to the exclusive jurisdiction of the English Courts where the Works are carried out in England or Wales, and the exclusive jurisdiction of the Scottish Courts where the Works are carried out in Scotland.
13. Privacy and Data Protection
13.1 Any information provided by the customer to enable Sustainable Energy Connections Ltd to provide a quotation and undertake the works in accordance with this document will remain private, stored securely, and used solely for correspondence regarding the works and the preparation of the documentation required to complete the works. As such any data retained will be for record purposes only and will not be transferred to any third part unless required to do so to complete the works or by statute.
13.2 By accepting the quotation you are consenting to Sustainable Energy Connections Ltd retaining personal data in line with the principals of the General Data Protection Regulations.