Terms and Conditions

1. Contract terms

1.1. We agree to provide services to you on the following terms and conditions. These constitute a contract between you and us. Where services we provide are subject to other contractual terms and conditions these must be read together. Any other terms and conditions contained in any document provided by you or a third party are excluded unless we expressly agree their inclusion in writing.

Definitions

2. In these terms and conditions
2.1. “we” and “us” means Severn Wye Energy Agency, (charity No. 1083812), Unit 15, Highnam Business Centre, Highnam, Gloucester, GL2 8DN and
2.2. The “Service” means the service that you have ordered from us, as set out in the service description or other agreed document. Additional work may result in further charges.

3. Service

3.1. Where we quote a charge for the Service to you, that charge shall remain open for acceptance by you within the following 30 days
3.2. We will aim to provide the Service in accordance with any dates agreed with you. However, any dates quoted for the provision or start, and/or completion of the Service are approximate only and we shall not be liable for any delay in relation to the same howsoever caused.
3.3. We are committed to promoting equality of opportunity for all service users. We oppose all forms of unlawful and unfair discrimination and recognise our responsibilities under The Equalities Act 2010.
3.4. We will conduct all of our business in an honest and ethical manner. We take a zero- tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate. We will uphold all laws countering bribery and corruption wherever we operate and recognise our responsibilities under The Bribery Act 2010.

4. Payment

4.1. The cost of the energy assessment conducted for the Target 2030 programme is funded by the European Regional Development Fund and so there is no charge for this service.

5. Your obligations

5.1. You agree that you will:
5.1.1. Co-operate fully with us in relation to the provision of the Service (and ensure that your employees do likewise); and
5.1.2. Promptly give us such information and documents as we may reasonably request for the proper and efficient provision of the Service.

6. Our obligations

6.1. We agree that we will:
6.1.1. Provide the Service with reasonable skill and care;
6.1.2. Keep confidential any confidential information that you provide to us;
6.1.3. If a conflict of interest arises between matters of interest to you and those of another client, we will discuss the issue in order to find a way forward.
6.1.4. We reserve the right not to process any idea, but the reason for any such rejection shall be given.

7. Shadow Director

7.1. The existence of a contract between a company and us shall not, of itself, imply that we or any of our employees are executive, non-executive or “shadow” directors of the company.

8. Complaints

8.1. We continually strive to provide you with a high standard of service and welcome feedback regarding all aspects of our services. If you are dissatisfied with any aspect of our service please contact Hugh Boyes, Head of Finance and Operations, Severn Wye Energy Agency, Highnam Business Centre, Highnam, Gloucester, GL2 8DN. Your complaint will be answered within 10 working days. If it is a more complex matter, you should expect an acknowledgement within 5 working days and a full answer within 15 working days.

9. Data Protection

9.1. We operate in accordance with the General Data Protection Regulation (GDPR) and the Data Protection Act 2018 and for all services we deliver, we process, store and utilise the personal information provided by the Client in accordance with the act
9.2. The personal data provided to us by the Client will be processed fairly and lawfully; it will be adequate, relevant and not excessive for those purposes collected. We will take all reasonable measures to ensure that it is accurate and kept up to date; is kept for no longer than is necessary and that it is protected against accidental loss, destruction or damage and against unauthorised or unlawful processing. It will not be transferred to countries outside the European Economic Area, unless consent has been given by the Client or that country or territory ensures an adequate level of protection for the rights and freedom of data subjects in relation to the processing of personal data.
9.3. We will not share, sell or distribute the Client’s personal data with unrelated third parties, except under limited circumstances. Before disclosing to a third party, Severn Wye requires the third party by contract to take adequate precautions to protect that data. Data may occasionally be transferred to third parties who act on behalf of Severn Wye to deliver a service or information in accordance with the purposes for which the data was originally collected or for purposes to which the Client has subsequently consented.
9.4. We may share or transfer the Client’s personal data to comply with a legal requirement, for the administration of justice, to protect the Client’s vital interests, to protect the security or integrity of Severn Wye databases or website, to take precautions against legal liability, or in the event of Severn Wye’s sale, merger, re-organisation, dissolution or similar event.

10. Termination

10.1. We can terminate this contract if you are the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or if you become insolvent or make any arrangement or composition with, or an assignment for the benefit of, your creditors or if any of your assets are the subject of any form of seizure. If you are a company, we can terminate this contract forthwith if you go into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
10.2. In addition to our termination rights set out earlier, we may, at any time and at our sole option, either suspend the Service under this contract or terminate this contract immediately if:
10.3. You breach any term of this contract

11. Liability

11.1. Please read this carefully. We confirm that we shall carry out the Services using all reasonable care and skill. Our liability is limited in accordance with the terms of this clause 11.
11.2. Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud or, to the extent that such rights may not be contracted out of, as affecting the statutory rights of any person dealing as a consumer.
11.3. Our liability to you under this contract in respect of any one event or series of connected events shall not exceed the price paid for the cost of the Services.
11.4. For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.
11.5. No liability is deemed to be owed or accepted by us to any other person in respect of business advice provided to you. In addition, no liability is accepted for any loss, damage or expense, of any nature whatsoever, which is caused by the reliance upon such advice by any other person or third party.
11.6. We do not have any implied obligation, duty or liability in contract or tort (including negligence) other than those explicitly stated in this contract.

12. Unforeseen Events

12.1. Neither you nor we are liable for any breach of this contract caused by matters beyond your or our reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, terrorism, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central Government or other authorities.

13. General

13.1. Neither you nor we are entitled to transfer or assign this contract without the other’s prior written consent.
13.2. Any notice required or permitted to be given by either party to the other under this contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
13.3. If any provision of this contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this contract and the remainder of the provision in question shall be unaffected.
13.4. This contract excludes and/or supersedes any previous statements or agreements between us whether written or oral relating to the provision of the Service.
13.5. If any dispute arises out of this Contract the parties will attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will (unless the dispute relates only to non-payment of our charges by you) refer it to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
13.6. This contract shall be governed by the laws of England and we both agree to submit to the non-exclusive jurisdiction of the English Courts.