ECOLUTION GROUP

TERMS AND CONDITIONS

All contracts for the sale of goods or services made by Ecolution Group Ltd trading as ‘Ecolution’ (registered in England and Wales no. 3740408) are deemed to include these Terms and Conditions of Sale (the Terms), which shall prevail over any other document or communication between the parties unless otherwise agreed in writing.

1.        Definitions

For the purposes of this document the term:

1.1.       “Goods” shall include all plant, machinery, materials and items supplied under this Contract by Ecolution.

1.2.       “Services” shall include delivery, installation, repair and replacement of Goods and the term

1.3.       “Customer” shall mean any company, partnership, association or individual entering into a contract for the purchase of Goods or Services from Ecolution.

1.4.       If any part of the Terms should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. Each of the parties agrees that these Terms represent the entire agreement between them.

1.5.       Any notice to be given in respect of these Terms by either of the parties shall be in writing and delivered to the registered office 19-21 Swan St, West Malling, Kent, ME19 6JU or principal place of business of the other.

2.        Prices and Payment Terms

2.1      Prices are only valid if expressed in writing by Ecolution and only for the number of Goods and time period stated in its quotation or order confirmation. If not stated, the validity period is 30 days. Unless otherwise stated on Ecolution order confirmation or invoice, payment of all invoiced amounts shall become due on the date of invoice, and the final date for payment will be 30 days of the date of invoice.

2.2      If any payment is not made by the Customer by the final date, Ecolution reserves the right to charge interest at the rate of 8% above the HSBC plc base rate until payment is received in full.

2.3       If the Customer intends to withhold/deduct any monies from the amount due to Ecolution, it must give Ecolution notice by way of a payless notice of the amount proposed to be withheld and/or deducted from the amount due specifying the ground or grounds attributable to each amount to be withheld/deducted a minimum of 7 days prior to the due date. A credit facility must be opened with Ecolution if we have not worked together previously an account opening form will be requested with completed trade and financial references. If unfavourable references received or credit facilities refused then all payments will be on a Pro-forma basis.

3.        Delivery and Installation

3.1      All delivery times and dates are approximate, but Ecolution shall use its reasonable endeavours to respect them. Time shall not be of the essence, and Ecolution shall not be liable for any loss or damage resulting from late delivery or from its failure to respect an appointment for installation. If the Customer delays the installation of any goods beyond 30 days from the date of the installation of the first goods for that order, Ecolution shall be entitled to deliver the remaining goods to the Customer’s delivery address, and the order shall be deemed to be complete.

3.2      The Customer shall provide reasonable access between 0800 hours and 1800 hours Monday

through Saturday or as per prior Agreement with Ecolution.

4.        Title and Risk

4.1      All Goods delivered to the site by Ecolution are at the risk of the Customer from the time of delivery. Ownership of the Goods shall not pass to the Customer until Ecolution has received in full (in cash or cleared funds) all sums due to it in respect of:

4.1.1               the Goods; and

4.1.2               all other sums which are or which become due to Ecolution from the Customer on any account.

4.2      Until ownership of the Goods has passed to the Customer, the Customer shall:

4.2.1              hold the Goods on a fiduciary basis as Ecolution’s bailee;

4.2.2              store the Goods (at no cost to Ecolution) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Ecolution's property;

4.2.3              not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

4.2.4              maintain the Goods in satisfactory condition and keep them insured on Ecolution 's behalf for their full price against all risks to the reasonable satisfaction of Ecolution. On request, the Customer shall produce the policy of insurance to Ecolution.

4.3      The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

4.3.1              any sale shall be effected in the ordinary course of the Customer's business at full market value; and

4.3.2              any such sale shall be a sale of Ecolution 's property on the Customer's behalf, and the Customer shall deal as principal when making such a sale.

4.4      The Customer's right to possession of the Goods shall terminate immediately if:

4.4.1               the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or

4.4.2              has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

4.4.3              the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Ecolution and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

4.4.4              the Customer encumbers or in any way charges any of the Goods.

4.5      Ecolution shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Ecolution.

4.6      The Customer grants Ecolution, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them. Where Ecolution is unable to determine whether any Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Ecolution to the Customer in the order in which they were invoiced to the Customer.

4.7      On termination of the Terms, howsoever caused, Ecolution's (but not the Customer's) rights contained in this condition shall remain in effect.

5.        Warranties

5.1      Ecolution guarantees to the Customer that the Goods will be free from defects for a period of 12 months from delivery as follows:  Should the Goods be defective within this period, Ecolution will repair or replace them within a reasonable time using components or replacements that are new, or equivalent to new.

5.2      The above warranties apply in replacement and to the exclusion, of any implied, statutory terms under sale of goods legislation provided that: all aspects of the installation have been exclusively undertaken and completed by Ecolution own engineer(s) or engineer(s) authorised by Ecolution, all system parts are supplied by Ecolution and no repairs, replacement and/or extension of the system has not been attempted other than by Ecolution staff, or a repair engineer authorised by Ecolution. The system is used solely for the purpose for which it is intended.

5.3      Ecolution does not warrant that the Goods are fit for any particular purpose other than that for which the same were manufactured, and Ecolution shall have no liability or obligation to the Customer in this respect except as provided hereunder.

5.4      Ecolution shall not be liable for and provides no warranty for any damage caused by the Customer or his representative or any unauthorised 3rd party through incorrect installation, use, modification or repair of the Goods, nor for any accidental or other damage to the Goods caused by any party or external force.

5.5      Ecolution warranties above are subject to manufacturers’ maintenance requirements.

6.        Product Specification

6.1      Ecolution shall supply and install the Goods specified in the quotation which are sold by description and the main characteristics of which appear in datasheets available on request. Ecolution reserves the right to substitute Goods of at least equal or higher specification in the event of unavailability or product improvement but will not change the vital statistics of the Goods.

7.        Return of Goods

7.1      Any products returned will need to be unopened, unused and in resalable condition with proof of purchase or delivery. Refunds will be made under the same payment conditions as set out in the Contract. No returns will be accepted after 14 days after the delivery date.

8.        Health and Safety

8.1      Ecolution shall promptly notify the Customer of any health and safety hazards which may arise in connection with the performance of its obligations under the Contract. The Customer shall promptly notify Ecolution of any health and safety hazards which may exist or arise at the Premises and which may affect Ecolution in the performance of its obligations under the Contract.

8.2      While on the Premises, Ecolution shall comply with any health and safety measures implemented by the Customer in respect of Staff and other persons working there.

8.3      Ecolution shall notify the Customer immediately in the event of any incident occurring in the performance of its obligations under the Contract on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury.

8.4      Ecolution shall comply with the requirements of the Health and Safety at Work etc Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of its obligations under the Contract.

8.5      Ecolution shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc Act 1974) is made available to the Client on request.

9.        Assignment

9.1      The Customer may not assign his rights or obligations, in whole or in part, to any third party without Ecolution’s written approval.

10.      Force majeure and suspension

10.1    The Company shall not be liable to the Client for any loss or damage which may be suffered by the Client as a direct or indirect result of the Company being delayed prevented or hindered in the performance (whether in whole or in part) of its obligations under this Agreement or having to alter, modify or otherwise change the manner in which it performs (whether in whole or in part) its obligations under this Agreement by circumstances beyond its reasonable control including (but not limited to) Act of God, riot, strike, lock-out, storms, adverse weather conditions, trade dispute or labour disturbance, accident breakdown of plant or machinery by fire or flood or by any dangerous, irrational or unusual behaviour of the Client, tenant or any third party which prevents or interrupts the provision of the Services.

10.2    The Company shall be entitled to delay, modify, alter or suspend performance (whether in whole or in parts) its obligations under this Agreement in the event of any one or more of the matters referred to in Clause 12.1 occurring. The Company shall give at least 15 working days’ notice in writing of its intentions to do so and when the reason or reasons identified in its notice has or have been remedied to its reasonable satisfaction shall use all reasonable endeavours as soon as possible to resume performance of its obligations (or the relevant obligations) in accordance with this Agreement.

10.3    The Company may exercise its right to suspend on more than one occasion during this Agreement.

10.4    If the reason or reasons identified by the Company in its notice under Clause 12.2 have not been remedied to the Company’s reasonable satisfaction within that notice period, the Company may terminate this Agreement pursuant to Clause 14.1 whereupon the provisions of Clause 14.2 shall apply.

10.5    In the event that the Company has suspended the whole or any part of performance of its obligations under this Agreement, but subsequently resumes performance of that obligation or those obligations then:

10.5.1      The Client shall nevertheless remain liable to pay in accordance with this Agreement that part of the Maintenance Charge or Annual Maintenance Charge (as the case may be) as relates to the period of the suspension and

10.5.2      The Client shall in addition pay all costs, charges, penalties, fees, expenses and losses suffered by the Company attributable to the period of suspension, including for the avoidance of all doubt, all such items incurred or to be incurred by the Company in demobilising from the Premises, in redeploying labour and materials elsewhere and in remobilising to return to the Premises and

10.5.3      The Company shall submit an invoice to the Client within 30 days of resuming performance of the previously suspended obligation or obligations, which invoice shall be paid by the Client within 14 days of its date.

10.6     The Company shall be under a duty to mitigate any items it may subsequently seek to recover from the Client under Clause 12.5.

11.      Liability

11.1    Nothing in this Agreement will limit or exclude the liability of either the Company or the Client for death or personal injury resulting from their respective negligence.

11.2    The Company will not be liable under Contract, tort or for breach of statutory duty or otherwise with reference to any matter arising directly or indirectly out of or related to the Agreement for any indirect, special, exemplary, consequential, incidental or punitive loss, damage or liability or for loss of profits, economic loss, loss of business, loss of use or loss of data.

11.3    The liability of the Company to the Client in any Contract Year under Contract, tort or for breach of statutory duty or otherwise with reference to all matters arising directly or indirectly out of or relation to this Agreement is in the aggregate and limited to the amount of the charges paid by the Client in the Contract Year of the Agreement during which the liability arises.

11.4    In the event that the Company fails to provide the Services or any part thereof to the Service Levels and the Client notifies the Company within one month of such faulty performance, the Company will, at its option and where practicable, reperform that part of the Services which did not meet the Service Levels at no extra cost to the Client provided that if the Client exercises this option and the Company’s re-performance of the faulty Service meets the relevant Service Levels, the Client will have no further recourse or remedy against the Company in respect of the relevant faulty performance.

11.5    The Client will notify the Company within 10 working days of becoming aware of any matter for which the Company may be liable giving all material details of the claim including but not limited to the nature of liability for which damages are being sought, the size of the claim against the Company and the action or inaction which gave rise to the event.

11.6    The Client undertakes to indemnify and keep indemnified the Company against all losses, damages, costs and expenses of whatsoever nature which may be suffered or incurred by it by reason of any default on the part of the Client, agent, or representative in the performance of its obligations under this Agreement.

12.      Termination & consequences

12.1    This Agreement may be terminated in the following circumstances:

12.1.1      by the Company on giving not less than 3 months’ written notice to the Client if:

12.1.1.1   the Client or the tenant at the Premises does not give access to the Premises or the Equipment at any time, or

12.1.1.2   the Client or the tenant abuses, harasses, intimidates or shows a lack of respect to the Company’s personnel or is otherwise aggressive to such personnel;

12.1.2      by either Party with immediate effect if the other is in breach of any of its obligations under this Agreement and, if the breach is capable of remedy, the other Party has failed to remedy such breach within 15 working days of receipt of notice to do so;

12.1.3       by either Party with immediate effect, if the other makes any composition or arrangement with its creditors, or has a proposal for a voluntary arrangement with its creditors, or has a proposal for a voluntary arrangement or a composition of debts or scheme of arrangement approved in accordance with the insolvency Act 1986 for the appointment of an administrator or has a winding-up order made, or (except for the purposes of amalgamation or reconstruction), a resolution for voluntary winding-up passed, where a receiver or manager of its business or undertaking is duly appointed or has an administrative receiver, as defined in the Insolvency Act 1986 appointed, or possession is taken by or on behalf of any creditor of any property that is the subject of a charge; In any of the events detailed in this clause title of any equipment and materials will remain the ownership of Ecolution until fully paid for.

12.1.4      by either Party giving the other 15 working days’ written notice if prevented from performing its obligations under this Agreement due to Force Majeure in accordance with Clause 12;

12.1.5      by the Company should there be a failure by the Client to make payment in accordance with this Agreement and which has continued for more than 5 working days;

12.1.6      by the Company should it have suspended performance pursuant to Clause 12 and such suspension has continued for a continuous period of 30 working days;

12.1.7      by the Company with immediate effect where the Premises are sold.

12.2        On termination the Company shall take immediate steps to bring to an end its performance of the Services in an orderly manner but with all reasonable speed and economy and shall forthwith vacate the Premises.

12.3        On termination by the Client the Company shall be paid by the Client the balance of the contract sum due for the period from the date of termination to the expiry date of the Initial Period or applicable Renewal Term.

12.4        In addition, the Company shall, subject to the Client having paid all sums due to the Company under this Agreement, cause to be delivered to the Client relevant details, plans specifications, technical data, schedules, programmes, budgets, reports and calculations (whether in the course of preparation or completed) together with all correspondence and documentation in the possession or under the control of the Company.

12.5        In addition the Company shall, if so required by the Client and where reasonably possible (but at no cost to the Company), forthwith assign to the Client the Company’s entire benefit and interest in any contracts made by him with any sub-contractor of it relating to performance of any of the Company’s obligations under this Agreement for the provision of any operatives, plant, equipment or services.

12.6        Without prejudice to the Client’s rights in respect of any breach by the Company of its obligations under this Agreement, on termination of the Company’s employment pursuant to this Agreement the Client shall pay to the Company all amounts due to the it at the date of termination.

12.7        The Client shall indemnify the Company and hold it harmless in relation to all losses, actions, claims, demands, costs, charges and expenses arising out of any action or claim by any person whose Contract with the Company or a sub-contractor of it relating to performance of any of the Company’s obligations under this Agreement is terminated as a result of a termination of the Company’s employment by the Client.

12.8        Termination of the Company’s employment howsoever arising shall be without prejudice to the rights and remedies of either party in respect of any negligence, omission or default of the other prior to such termination.

12.9        The provisions of this Agreement shall continue to bind each party insofar as and for so long as may be necessary to give effect to their respective rights and obligations hereunder.

12.10      Title to any equipment and materials remains with Ecolution until the client has paid all amounts due.

13.       WAIVER

13.1    A failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

14.      NOTICES

14.1    Any notice required to be given hereunder shall be in writing in the English language and shall be served by sending the same by registered post or facsimile transmission, or by delivering the same by hand, to the registered office 19/21Swan Street, West Malling, Kent, ME19 6JU of the relevant party or to such other address or person as the parties may notify to each other from time to time for the purposes of this Agreement. Client registered office to be detailed on Agreement.

14.2     Any notice sent by registered post, as provided in this Clause 16.1 shall be deemed to have been served 48 hours after dispatch and any notice sent by facsimile transmission, as provided in Clause 16.1 shall be deemed to have been served at the time of transmission of the same.

15.      Variations and changes

15.1    No variations to the terms of this Agreement shall be valid and binding unless in writing and signed by both parties in accordance with Schedule 1.

16.      Confidentiality, copyright & intellectual property

16.1     The Client agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the Company, save when otherwise required by law, disclose to any third party any or all information of a confidential nature (including information contained in instruction books, technical pamphlets, catalogues, specifications and any other materials, documents or paper whatsoever) which may become known to or received by the Client from the Company ("Confidential Information") unless such Confidential Information is public knowledge or already known to the Client at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently come lawfully into the possession of the Client from a third party.

16.2    To the extent necessary to implement the provisions of this Agreement the Client may disclose the Confidential information to such of its employees as may be reasonably necessary or desirable provided that before any such disclosure the Client shall make its employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by such employees therewith.

16.3    On termination of this Agreement the Client shall promptly return to the Company or otherwise dispose of as the Company may direct all instruction books, technical pamphlets, catalogues, specifications and other materials, documents and papers whatsoever containing Confidential Information.

16.4    The Client grants to the Company an irrevocable royalty free and non-exclusive license to copy and use all calculations, designs, details, drawings, electronically stored information, plans, reports, specifications relating to the Premises prepared by or on behalf of or owned or controlled by the Client for any purpose relating to performance by the Company of its obligations under this Agreement. The license granted by the Client to the Company shall include a right for the Company to grant sub licenses at any time and on terms and for purposes identical to the first sentence of this clause (including without limitation the right for sub licensees to grant further sub licenses) and both such rights and such sub licenses shall be freely assignable. The Company warrants that it is entitled to grant the license and rights referred to in this Clause 18.4.

16.5    The Client acknowledges and agrees that title to all patents, inventions, know-how, trade secrets and other Confidential Information, registered designs, copyrights, database rights, design rights, rights of forwarding equipment protection to copyright, semi-conductor topography rights, trademarks, service marks, logos, domain names, business names, trade names, moral rights and all registrations or applications to register any of the aforesaid items, or rights in the nature of any of the aforesaid items or rights in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing off (“Intellectual Property Rights”) created or developed by or subsisting or used in or in connection with, or by the Company in performance of its obligations under this Agreement will be the absolute property of and will vest and remain vested in the Company and that the Client shall have no rights in or to the same.

16.6     The Client shall indemnify the Company and keep the Company indemnified from and against any and all losses, claims, damages, costs and expenses suffered or incurred by the Company on account of any breach by the Client (or any party for whom it is responsible or liable at law) of the provisions of Clause 18.1, 18.3 and 18.5 above.

16.7    Notwithstanding the provisions of Clause 18.6 above, the Client hereby agrees with and acknowledges to the Company that, in the event of any breach by the Company (or any party for whom it is responsible or liable at law) of any of the provisions of Clauses 18.1 and/or 18.3 and/or 18.5, damages may not be a remedy or an adequate remedy for the Company and the Client agrees therefore that the Company may in the alternative or in addition to any claim for damages seek an order for the appropriate equitable relief from any Court of competent jurisdiction.

16.8    The Company shall produce and shall cause any subcontractor of it performing any of its obligations under this Agreement to produce to the Client when so requested, insurance certificates evidencing that the insurance's referred to in this Clause 18 have been taken out by it and are in force at all times.

17.      Application of terms

17.1    The terms of this Agreement apply in place of and prevail over any terms put forward by the Client or implied by trade custom or practice and any purported provisions to the contrary are hereby excluded and extinguished.

18.      Law and jurisdiction

18.1    This Agreement shall in all respects be governed by and construed in accordance with the laws of England and Wales.

19.      Language

19.1    The official language of this Agreement shall be English.

19.2    Any translation of this Agreement into a foreign language shall be for convenience only and shall not affect its terms as they would be interpreted in the English language.

20.      Insurance

20.1    The Company shall take out and maintain and shall cause any subcontractor of it performing any of its obligations under this Agreement to take out and maintain insurance which, in respect of liability to employees shall comply with the Employer's Liability (Compulsory Insurance) Act 1969 and any statutory orders made there under or any amendments or re-enactment thereto and in respect of any other liability for personal injury or death shall be such is necessary to cover the liability of the Company or, as the case may be, of such subcontractor in connection with the same.

20.2    The Company shall procure and maintain policies of insurance covering its legal liabilities under this Agreement in accordance with the Articles of Agreement.

20.3    Only the Company’s employer's liability insurers and its public/products liability insurers agree to waive their rights of subrogation against the Client and the Client’s insurers.

20.4    The Client will insure against loss or damage to the existing structures the Premises (together with the contents owned by the Client of for which it is responsible) and the Client insurers shall either include the Company as a joint insured or agree to waive their rights of subrogation.

20.5    The Client shall produce to the Company when so requested insurance certificates evidencing that the insurances required of it and referred to in this Clause 22 have been taken out by it and are in force at all times.

21.      Dispute resolution

21.1    If any dispute or difference shall arise between the Parties to this Agreement, from or in connection with this Agreement, or its performance, construction or interpretation, the Parties shall endeavour to resolve it. To this end, they will use their respective endeavours to consult or negotiate with each other, in good faith and, recognizing their mutual interests, attempt to reach a just and equitable settlement satisfactory to both Parties. Negotiations shall be conducted between the respective senior executives of the Parties who have authority to settle such disputes or differences.

21.2    If the parties are unable to settle any such dispute or difference by negotiation within 21 days of one party requesting the other to negotiate pursuant to Clause 19.1 above the parties will attempt to settle it by adjudication with the dispute settled within 42 days. Each party shall be responsible for its own costs.

22.      Transfer of undertakings

22.1     The Client shall indemnify and keep indemnified the Company against all losses, costs, liabilities and expenses arising out of or in connection with any claim (whether in Contract or in tort or for remedy for unfair dismissal, redundancy statutory redundancy, equal pay, sex or race discrimination or for breach of statutory duty or of any other nature) by any of the employees of a previous facilities manager or Sub-Contractor engaged to provide the Services or any part thereof, as a result of anything done or omitted to be done in relation to such employees employment prior to the Commencement Date.

23.      Entire Agreement

23.1    This Agreement forms the entire Agreement and understanding between the Parties relating to the subject matter of this Agreement, and this Agreement supersedes and extinguishes any previous agreement or understanding between the Parties or any of them in relation to all or any such matters and the Parties acknowledge that no claims shall arise in respect of any agreement or understanding so superseded.

23.2    Each Party acknowledges that in entering into the Agreement (and any document referred to in it) it does not rely on, and shall have no remedy in respect of, any representation, warranty or undertaking in writing or otherwise made or given by any person whatsoever which is not expressly set out in the Agreement.

23.3    The only remedy available for the breach of any warranties herein shall be for breach of Contract and no Party shall be entitled to claim damages or rescind the Agreement for any misrepresentation whether made negligently or innocently and whether contained in the Agreement or otherwise and whether made before or after the date of the Agreement.

23.4    This Clause shall not limit or exclude any liability or remedy available to either Party for fraud.

24.      Complaints

24.1     If the Client or the tenant has any complaints regarding the Services, it should follow this complaints procedure:

24.1.1      The person or organisation wishing to complain can contact the Company by email, phone or letter at the following address or using the following number:

(a) By email to andrew.knapp@ecolutionenergyservices.com. Emails will be checked during normal office hours;

(b) By phone to 01732 520598 during normal office hours;

(c) By post to 19/21 Swan Street, West Malling, Kent, ME19 6SJ. Post will be dealt with during our normal office hours.

24.1.2      If the person or organisation is unable to complain himself/itself, he/it can ask someone to register a complaint on his/its behalf.

24.2    The Company aims to solve any complaint to the complainant’s complete satisfaction as quickly as possible and aims in particular to respond to an email within five working days and a letter within 10 workings days. For phone calls, if complaints can’t be dealt with when the complainant calls, the Company aims to call back within five working days.

24.3    If the Company’s advisor can’t sort out the complaint, it will be escalated. A team leader or manager will then work with the Client/tenant to endeavour to sort out the problem. Where this does not lead to a resolution of the problem, the matter will be escalated to the senior executive and may be referred to the dispute resolution procedure outlined above.

25.      Anti-bribery

25.1    The Company shall comply with all relevant laws and regulations concerning anti-bribery and anti-corruption.

26.      Further assurance

26.1    Either Party shall do or procure the doing of all such further acts and execute or procure the execution (as a deed or otherwise) of all such documents as may from time to time be necessary to give full effect to the organizations under this Agreement.

27.      Severance

27.1     If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

27.2     If any provision of this Agreement is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

28.      Third parties

28.1    A person who is not party to this Agreement shall have no rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

05.10.2020 New Build T & C’s Issue 5