1 Terms and Conditions
1.1 These are the terms and conditions on which Lime Energy agrees to provide consultancy services for the Client. All terms and conditions of the Client (including, for the avoidance of doubt, any standard terms and conditions of the Client) are specifically excluded whether received by Lime Energy before or after a copy of these terms and conditions is provided to the Client.
1.2 This document sets out the contractual terms upon which the Inspector will advise the Client by means of the notification of the Report Reference Number or RRN for the Energy Performance Certificate held on the Database HCRRegister.com.
1.3 The individual carrying out the inspection will be a Certified Home Inspector or Accredited
Domestic Energy Assessor.
1.4 The Inspector will use all of the care and skill to be reasonably expected of an appropriately
experienced and qualified Home Inspector or Domestic Energy Assessor.
2 Definitions
2.1 “Lime Energy” means Lime Energy, 7 Deer Walk, Hedge End, Southampton SO30 2QB
2.2 “The Client” means the Person for whom Lime Energy agrees to provide the Services in accordance with these terms and conditions.
2.3 “Business Day” means any weekday or weekend day other than a public holiday in the UK.
2.4 “Fees” means the rates or amounts listed further details of which are set out in clause 5 of these terms and conditions.
2.5 “Intellectual Property” means all intellectual property, including trade marks, copyright, patents and confidential information.
2.6 “Person” means any person, partnership, firm or company.
2.7 “Schedule” means the schedule (if any) attached to these terms and conditions.
2.8 “Services” means the consultancy services set out in the Schedule or as otherwise agreed between the parties.
3 Obligations of Lime Energy
3.1 Lime Energy shall provide the Services in accordance with these terms and conditions and with all reasonable care and skill.
3.2 Lime Energy will endeavour to comply with any reasonable request the Client may make relating to the provision of the Services.
3.3 Lime Energy will not at any time during or after the provision of the Services disclose to any Person any confidential information relating to the building, financial, or personal affairs of the Client other than to persons who have been given prior approval by the Client.
3.4 Delivery of the Report - the report is to be delivered by the date agreed or at such later date as is reasonable in the circumstances.
3.5 The Inspector will advise the client or his representative of the Report Reference Number (RRN) by email or first class post for the sole use of the Client. The Client agrees to keep the Report confidential disclosing its contents only to the Client’s professional advisors. In particular (but without limit) the Client must not disclose the whole or any part of the Report to any person (other than a professional advisor) who may intend to rely upon it for the purpose of any transaction.
4 Client’s Obligations
4.1 The Client will cooperate with Lime Energy and provide such assistance (including all knowledge, data, records and other information) reasonably required by Lime Energy to enable Lime Energy to provide the Services.
4.2 The Client will provide Lime Energy with such access to the premises of the Client, and with such facilities at the premises, as Lime Energy reasonably requires to enable Lime Energy to provide the Services. Lime Energy will comply with all health and safety requirements and other policies which the Client specifically makes known to Lime Energy, and with all reasonable requests the Client may make relating to Lime Energy’s access to the premises and use of such facilities.
4.3 Accessibility - The Inspector will inspect as much of the internal and external surface area of the building as is practicable but will not inspect those areas which are covered, unexposed or not reasonably accessible from within the site, or adjacent public areas.
4.4 The Inspector is not required to move any obstruction to inspection including, but not limited to, furniture and floor coverings.
5 Fees and Expenses
5.1 The Fees for the provision of the Services are set out in the Schedule or as otherwise agreed from time to time between the parties. In the absence of the Fees being set out in the Schedule or otherwise agreed between the parties, the Fees shall be the standard rates of Lime Energy prevailing when the Services are provided.
5.2 The Client will pay the Fees within 7 days of the date of Lime Energy’s invoice without deduction or set-off.
5.3 All Fees due which are not paid on the due date (without prejudice to the rights of Lime Energy under this agreement) shall bear interest from day to day at the annual rate of 8% p.a. above the Bank of England base rate current at the date of the relevant fee account.
5.4 The Client shall (on the presentation of invoices or other evidence of actual payment) reimburse Lime Energy for all expenses reasonably and properly incurred in the provision of the Services.
6 Liability
6.1 Lime Energy shall not be liable for any loss or damage suffered or incurred by the Client unless such loss or damage arises directly from the negligent provision of the Services by Lime Energy.
6.2 Lime Energy shall not in any circumstances be liable for indirect or consequential loss or financial loss or loss of profits.
6.3 The total liability of Lime Energy under these terms and conditions or otherwise in connection with the provision of the Services shall not exceed the total Fees paid or to be paid by the Client for the Services in respect of which such liability arises.
7 Cancellation of Agreed Dates
7.1 The dates on which Lime Energy is to provide the Services will be as set out in the Schedule or as otherwise agreed between the parties from time to time (“agreed dates”).
7.2 If the Client requests Lime Energy for any reason to rearrange an agreed date, Lime Energy will comply with the Client’s request subject to the following. If the Client gives Lime Energy at least 24 hours notice that the Client wishes to rearrange an agreed date, Lime Energy will rearrange the agreed date to a date to be agreed between the parties. If the Client gives Lime Energy less than 24 hours notice that the Client wishes to rearrange an agreed date, Lime Energy shall be entitled to charge the Client the Fees for the Services which Lime Energy would have provided on such date in addition to the Fees otherwise due for the provision of the Services.
8 Termination
8.1 Either party may terminate the provision of the Services if the other party is in breach of any of these terms and conditions and fails to remedy the breach within 7 days of receiving notice requiring it to do so. 8.2 Either party may terminate the provision of the Services if the other party convenes a meeting of its creditors or suffers a petition to be presented or a meeting to be convened or other action to be taken with a view to its liquidation (except for the purposes of and followed by amalgamation or reconstruction), or a receiver or administrative receiver is appointed of any of the other party’s property.
9 Termination consequences
9.1 In the event of the provision of the Services being terminated by Lime Energy in accordance with clause 9, the Client shall immediately pay to Lime Energy:
9.1.1 All arrears of Fees and any other sums due for the provision of the Services under these terms and conditions;
9.1.2 50% all further sums which but for the termination of the provision of the Services would have been due to be paid from the date of termination until the Services would otherwise have been completed.
9.2 On termination, Lime Energy will return to the Client all documents, data, records, confidential information and other property of the Client in the possession of Lime Energy.
10 Intellectual Property
Nothing in this agreement is to give Lime Energy any rights over the Intellectual Property of the Client, other than as the parties may otherwise agree, except that Lime Energy may use such Intellectual Property for the purpose of providing the Services.
11 Force Majeure
Neither party shall be liable to the other for any failure to perform any of its obligations under these terms and conditions resulting from any cause beyond such party’s reasonable control, except that this clause shall not affect the obligations of the Client under clause 5.
12 Notices
All notices to be given shall be in writing and shall either be delivered personally or sent by prepaid post and shall be deemed duly served, in the case of a notice delivered personally, at the time of delivery, and in the case of a notice sent by prepaid post, 2 clear Business Days after the date of dispatch
13 Law and jurisdiction
These terms and conditions shall be governed by English law