Terms & Conditions

These Terms and Conditions tell you what is included in our services. 

 

Contact details 

Post:  Annex, Queens House, Queens Road, CHESTER, Cheshire, CH1 3BQ, United Kingdom

Telephone:  01244722672 

Email: enquiries@impactmetering.com 

 

Effective date: January 1st 2024 

AGREED TERMS

1. These Conditions apply to the provision of the services detailed in the Cover Sheet (Services) by Impact Metering Solutions Limited, a company registered in England and Wales under number 12737712, whose registered office is at Annex One, Queens House, Queens Road, Chester CH1 3BQ (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier).

Interpretation

3. In these Conditions:

business day means any day other than a Saturday, Sunday or bank holiday in England and Wales

Conditions means these terms and conditions set out in clause 1 to clause 67 (inclusive).

Contract: the contract between the Customer and the Service Provider for the supply of the Services in accordance with the Cover Sheet and these Conditions.

Cover Sheet means the cover sheet at the beginning of this Contract, setting out the contract particulars;

Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Deliverables: all documents, products and materials developed by the Service Provider or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).

Domestic Law means the law of the United Kingdom or a part of the United Kingdom.

Fees means the fees payable by the Customer for the supply of Services by the Service Provider as set out in the Cover Sheet.

Force Majure Event means Force Majeure Event means any circumstance not within a party's reasonable control including: (a acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (h) interruption or failure of utility service.

Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in Cover Sheet.

Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Cover Sheet.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

4. A reference to legislation or a legislative provision:

a. is a reference to it as amended, extended or re-enacted from time to time; and

b. shall include all subordinate legislation made from time to time under that legislation or legislative provision.

5. The terms Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures each have the meanings given to them in the Data Protection Legislation.

6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

7. A reference to writing or written excludes fax and email.

8. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

9. Words imparting the singular number shall include the plural and vice-versa.

Supply of Services

10. The Contract shall commence on the Services Start Date set out in the Cover Sheet.

11. The Service Provider shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.

12. We warrant that we will use reasonable care and skill in performing the Services, which will comply with the quotation, including any specification in all material respects. We can make any necessary changes to the Services to comply with any applicable law or safety requirement, and we will notify you if necessary.

13. We will use all reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in performing our obligations.

14. All of these Terms and Conditions apply to the supply of any goods and Services unless we specify otherwise.

Your obligations

15. You shall:

a. co-operate with the Service Provider in all matters relating to the Services;

b. provide, for the Service Provider, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by the Supplier or any of them;

c. provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it is accurate and complete in all material respects; and

d. obtain any permissions, consents, licences or otherwise that the Service Providers needs to provide the Services.

16. If you do not comply with clause 10, the Service Provider may terminate the Services.

17. If the Service Provider’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:

a. not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

b. be entitled to payment of the Charges despite any such prevention or delay; and

c. be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

Fees

18. The fees (Fees) for the Services are set out on the Cover Sheet and are on a time and materials basis. In consideration for the provision of the Services, the Customer shall pay the Service Provider the Fees in accordance with these Conditions.

19. In addition to the Fees, we can recover from you: a) reasonable incidental expenses including (but not limited to) travelling expenses, hotel costs, subsistence and any associated expenses; b) the cost of services provided by third parties and required by us for the performance of the Services; and c) the cost of any materials required for the provision of the Services.

20. You must pay us for any additional services not specified in the Cover Sheet in accordance with our then-current, applicable rate in effect at the time of performance or such other rate as may be agreed between us.

21. All amounts payable by the Customer exclude amounts in respect of value added tax (VAT) and other taxes or levies imposed or charged by any competent authority which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

Cancellation and amendment

22. We can withdraw, cancel, or amend a quotation if you have not accepted it or if the Services have not started within 5 days from the date of the quotation (unless the quotation has been withdrawn).

23. Either we or you can cancel an order for any reason before you accept (or reject) the quotation.

24. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes, and additional costs will be included in the Fees and invoiced to you.

25. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we must make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

26. If you decide to cancel our services once a signed quote has been agreed upon, you will not be entitled to a full/partial refund unless authorised by senior management. However, if any part of the services is not completed within your quote by Impact Metering Solutions representative, a full refund will be paid within five working days once we have your payment details.

27. We may charge additional costs associated with your job if the information you provided is incorrect – e.g., supply numbers and/or addresses and postcodes, kVA, profile class, etc. Where the incorrect information causes us additional administration with the supplier and or I/DNO or gas transporter. The additional costs will be in proportion to the additional workload.

Aborted visits

28. If an engineer aborts a site visit/job due to the site not being ready for the installation of the meter(s), you will be charged an aborted visit fee by the supplier for each meter that is not fitted. In addition, the Service Provider will also charge an additional fee to cover our administration costs to contact the supplier regarding the abortive visit reasons to verify the site. Once all work has been completed, the Service Provider will rebook a new date for the work. The total cost will be £75.00 plus VAT and a separate invoice will be issued for payment (and the parties agree that that this administrative cost is reasonable and proportionate to protect the legitimate interests of the Service Provider in supplying the Services).

Payment

29. We will invoice you for payment of the Fees either when we have completed the Services or on the invoice dates set out in the Cover Sheet.

28. You must pay the Fees due to a bank account nominated in writing by us within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

29. Time for payment shall be of the essence of the Contract.

30. Without limiting any other right or remedy of the Service Provider, if you do not pay us within the period set out above, we shall be entitled to charge you and you will pay us interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment at the rate of 10% per annum above the base lending rate of the Bank of England from time to time (but at 10% a year for any period when that base rate is below 0%) on the amount outstanding until payment is received in full.

31. In addition to any other right or remedy of the Service Provider, if you do not pay us within the period set out above, we shall charge you an administrative fee of £75 plus VAT for the additional expenses incurred by us in processing any late payment (and the parties agree that that this administrative cost is reasonable and proportionate to protect the legitimate interests of the Service Provider in supplying the Services).

32. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law, and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or in part.

33. If you do not pay within the period set out above, we may suspend any further provision of the Services and cancel any future services ordered by, or otherwise arranged with, you.

34. Payment receipts will be issued by us only at your request.

35. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Subcontracting and assignment

36. We may assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and Conditions. We may subcontract or delegate in any manner any or all of our obligations to any third party.

37. You must not assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Conditions without our prior written consent.

Termination

38. We may terminate the Services immediately if you:

a. commit a material breach of your obligations under these Conditions; or

b. fail to make pay any amount due under the Contract on the due date for payment; or are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

39. On termination of the Contract for whatever reason:

a. you shall immediately pay to us all outstanding unpaid invoices and interest due to us and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;

b. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

c. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

Intellectual property

40. We reserve and shall retain ownership of all intellectual property rights which may subsist in any Deliverables supplied by us in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and Indemnity

41. Our liability under these Conditions shall be limited as set out in this section.

42. The Service Provider’s total liability to the Customer for all loss or damage shall not exceed an amount equal to the total Fees paid by you under the Contract in the preceding 12-month period or £1000 (whichever is lower).

43. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

a. any indirect, special, or consequential loss, damage, costs, or expenses;

b. any loss of profits; loss of anticipated savings or profits; loss of sales or business; loss of agreements or contracts; loss of use or corruption of software, data or information; loss of or damage to reputation or goodwill; business interruption; or other third-party claims;

c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or any losses caused directly or indirectly by any failure or your breach about your obligations; or

d. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

44. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

45. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession), or other matters for which it would be unlawful to exclude or limit liability.

46. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

Data Protection

47. Both parties will comply with all applicable requirements of the Data Protection Legislation. The clauses in this section (Data Protection) are in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

48. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Service Provider is the Processor.

49. Without prejudice to the generality of clause 39, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Service Provider for the duration and purposes of this Contract.

50. Without prejudice to the generality of clause 39, the Service Provider shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:

a. process that Personal Data only on the documented written instructions of the Customer unless the Provider is required by Domestic Law to otherwise process that Personal Data. Where the Provider is relying on Domestic Law or EU Law as the basis for processing Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits the Provider from so notifying the Customer;

b. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

d. not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained;

e. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

f. notify the Customer without undue delay on becoming aware of a Personal Data Breach;

g. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law [or EU Law] to store the Personal Data; and

h. maintain complete and accurate records and information to demonstrate its compliance with the clauses in this section (Data Protection).

51. The Customer agrees that the Service Provider may appoint third party processor of Personal Data under this Contract.

52. Further information about the Service Provider's approach to data protection is specified in its Data Protection Policy, which can be found at https://www.impactmetering.com/privacy-policy. For any enquiries or complaints regarding data privacy, you can email info@impactmetering.com.

Circumstances beyond a party's control

53. If we are prevented, hindered or delayed in or from performing any of our obligations under this agreement by a Force Majeure Event, we shall notify you (as soon as reasonably practicable after the start of the Force Majeure Event) of said Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement.

54. We shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations where we have notified you of a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.

55. If the Force Majeure Event prevents, hinders or delays the Service Provider’s performance of its obligations for a continuous period of more than 90 days, we may terminate this Contract.

Notices

56. All notices under these Conditions must be in writing, signed by the party giving notice (or a duly authorised officer of that party) and be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or such other address as may be notified in writing to the other party (in which case, the most recent address notified to the other party shall be the proper address for notice).

57. Notices shall be deemed to have been received:

a. if delivered by hand, at the time the notice is left at the proper address; or

b. if sent by pre-paid first-class post or other next working day delivery service, at [9.00 am] on the second Business Day after posting.

58. The provisions of clauses 56 and 57 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Third party rights

59. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

Entire agreement

60. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter

61. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

Variation

62. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

No waiver

63. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

64. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

65. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this shall not affect the validity and enforceability of the rest of the Contract.

Governing law and jurisdiction

66. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and interpreted according to the law of England and Wales.

67. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

Last updated 

17 June 2024