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Envirovent Subcontractor Terms and Conditions

Envirovent (“us”, “we”, “our”) has offered the Subcontractor (“you”, “your”) a "Job” subject to your acceptance of the following T&Cs. 
1. Definitions and interpretation
1.1 In these T&Cs the following words and expressions shall have the following meanings:
“Additional Fee” those fees payable by us in relation to the Job in question, which fees have been approved by us as payable in addition to the Job Fee and as calculated in accordance with the Payment Schedule;
“Agreement” the agreement formed between you and us upon your acceptance of a Job Acceptance Form and into which agreement these T&Cs are incorporated;
"Best Industry Practice” 
the use of standards, practices, methods and procedures conforming to all Laws with which you are bound to (or which it would be prudent for you to) comply and the exercise of that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, experienced, reputable and highly regarded person who is engaged in the provision of activities similar to the Services;
any entity that provides the same or similar Services as us;
“Customer” the customer that requests the Job in question to be performed, such customer being detailed on the relevant Job Acceptance Form;
“Employees” any person howsoever engaged (whether under a contract of service, a contract for services or otherwise) by or on your behalf in connection with the provision of all or any part of the Services;
any expenses incurred by you solely to enable you to perform the Job in question and which have been pre-approved by us and which expenses will be calculated in accordance with the Payment Schedule;  
"Force Majeure Event"
an event (such as a fire, flood, natural disaster, strike or act of terrorism) that, materially adversely affects a party’s ability to perform one or more of its obligations under the Agreement and which is clearly outside of the control of the party so affected; 
“Head Contract” the contract between us and the relevant customer to perform the Job that you have agreed to perform on our behalf;
the job detailed in the Job Acceptance Form that you have accepted; 
“Job Acceptance Form”
the latest job acceptance and information form that we have sent to your PDA and that you have accepted and returned to us via your PDA (as indicated by the Job Acceptance Form turning from green to pink);
“Job Fee”
the relevant fee payable by us for the Job in question, such fee being detailed in the Rates Schedule ;
“Laws” all laws, statutes, statutory instruments, directives, regulations, orders and other instruments having the force of law and any codes of conduct, guidance, directions and/or determinations which a prudent person engaged in the provision of activities similar to the Services would ordinarily comply with if it were looking to provide such activities in accordance with Best Industry Practice;  
“Payment Schedule” 
the schedule attached at Schedule 2 of these T&Cs;
“PDA” the tablet, phone app, personal digital assistant or other device and its associated Solarvista software or other similar software through which you receive a Job Acceptance Form;  
the policies and guidelines available on our Website at as amended by notification to you from time to time;
“Rates Schedule”
“Services” the schedule attached at Schedule 1 of these T&Cs;
the Services that you will need to perform to complete the Job in question; 
the term of the Agreement as detailed, in the Job Acceptance Form;
“Website”; and
“Working Day” any day other than Saturday, Sunday and a day which is a bank or public holiday in England.
1.2 In these T&Cs:
1.2.1 any reference to the singular includes the plural and vice versa and any reference to one gender includes all genders;
1.2.2 reference to persons shall include bodies corporate, partnerships, unincorporated associations and any other legal or commercial entity or undertaking;
1.2.3 where one of us is required to perform an obligation then that person shall, unless otherwise expressly stated to the contrary, bear all cost and expense associated with the performance of the obligation in question; and
1.2.4 the words include, includes, including and included will be construed without limitation.
2. Your obligations
2.1 You shall:
2.1.1 carry out, assume, perform and discharge when due all of our obligations and liabilities in respect of the Services in accordance with all Laws and Best Industry Practice;
2.1.2 comply with our Policies as outlined on our website 
2.1.3 indemnify and keep us indemnified against all liabilities, losses, costs, damages, claims, expenses and demands brought (including by the Customer) or made against or suffered or incurred by us in connection with the performance of the Services;
2.1.4 act towards us conscientiously and in good faith and not to allow your interests to conflict with the duties that you owe to us under the Agreement and the general law;
2.1.5 without prejudice to clause 2.1.2, comply with all of our reasonable and lawful instructions from time to time concerning the performance of the Services, and generally to carry out the performance of the Services in such manner as to show us in the best light and to maintain our good reputation and standing and not to do or fail to do anything that will or could damage the reputation of and/or goodwill associated with us and/or otherwise bring us into disrepute;
2.1.6 describe yourself in all dealings in relation to the Services as our “Subcontractor”;
2.1.7 maintain at your own expense, all premises, facilities, systems and such other things as may be necessary for the effective performance of the Services;
2.1.8 employ a sufficient number of suitably qualified dedicated Employees to ensure the proper performance of the Services and only use those Employees in the performance of the Services that have completed the required training detailed on our Website at 
2.1.9 without prejudice to clause 2.1.10 and 2.1.11, keep us fully informed of your activities concerning the performance of the Services and provide information in such format and frequency as reasonably requested by us and meet with us when reasonably required by us;
2.1.10 inform us promptly of: any and all complaints; all and any communications received by you from any appropriate regulatory body which relates to the performance of the Services; and anything else howsoever related to the Services and/or your performance of your obligations under the Agreement which may be of interest to and/or have a material effect upon us and which you, acting reasonably, consider we may not otherwise be aware of; and
2.1.11 not without our prior written consent (and then only acting strictly on our express instructions): take part (whether as claimant, defendant or otherwise) in any dispute relating to the Head Contract or settle or attempt to settle or make any admission concerning any such dispute.
2.2 You acknowledge and agree that it is a fundamental condition of the Agreement that you performs your obligations (including the provision of the Services) in full compliance with our obligations under the Head Contract which we have made known to you (the “Envirovent HC Obligations”) which in any way relate to any aspect of the Services and accordingly you agree that the Envirovent HC Obligations shall be deemed to be incorporated into the Agreement but on the basis that it shall be you and not us that shall be obliged to perform them.
2.3 The Agreement does not grant you any exclusive rights to be our sole provider of the Services. We may at any time use any other company, or our employees, to provide the Services.
2.4 You must obtain our prior written approval for any amendments or additions to a Job. Unless we have given our approval to any such amendments or additions, you will not be entitled to any Additional Fee or Expenses in relation to such additions or variations. 
2.5 During the Term, you shall not provide any Services to a Competitor. 
3. Our Obligations
3.1 We shall:
3.1.1 provide you with access to the training listed on our Website; 
3.1.2 provide you with the products reasonably required to complete the Job in advance of the commencement date of the Job; and
3.1.3 comply with all Laws in connection with the Services.
3.2 You acknowledge that nothing in the Agreement places us under an obligation to provide any job(s) other than the specific Job to which the Agreement relates.   
4. Payment Provisions
4.1 In respect of each Job in question, you will receive the Job Fee and, if authorised by us, any relevant Additional Fee and/or Expenses which shall be calculated in accordance with the Payment Schedule.  
4.2 We shall pay the invoiced amounts within 35 days of the relevant month. 
4.3 Payment is subject to:
4.3.1 satisfactory completion of the Job; and
4.3.2 submission of a satisfactory invoice in accordance with this clause 4.
4.4 Invoices must:
4.4.1 be submitted to our Accounts Department at on the first working day of each calendar week;
4.4.2 include all Services provided in relation to the Job;
4.4.3 specify the reference number of the Job; and
4.4.4 enclose proof of submission of a completed NICEIC certificate in respect of the Job.
4.5 As regards any sum that either of us is obliged to pay the other, interest will accrue on such sums from the date that payment of the sum in question was due to be paid until the date that it is paid in full, at the rate of 2% per annum above the base rate of the Bank of England from time to time.   
4.6 We may at any time, without notice to you, set off any of your liability to us against any of our liability to you and whether or not either liability arises under the Agreement or otherwise. 
4.7 All payments payable pursuant to this clause shall be paid by such method and to such bank account as you shall reasonably require.
5. Insurance
5.1 Throughout the term of the Agreement and for a period of three years following termination or expiry you shall have and maintain  the insurance detailed on the page headed “Insurance" on our Website  at against such risks and with such levels of cover (“the Insurance Policies”) as we shall, having regard to the fact that you are to perform the Services in accordance with Best Industry Practice and the risks and liabilities that you may face and the indemnities that you have given to us under the Agreement, reasonably requires and such insurances shall include public liability insurance and Employers' liability insurance in the amount and against the risks required by law.
5.2 You will, promptly following our request for the same, supply us with such evidence as we shall reasonably require that all premiums due in respect of the Insurance Policies have been paid when due.
6. Liability
6.1 Subject to clause 6.3, in respect of any claim by either of us against the other which arises under or in connection with the Agreement (and whether arising in contract, tort (including negligence) or otherwise) (a “Claim”) neither of us shall be liable for any so called indirect or consequential loss.
6.2 Neither of us shall be liable in relation to any Claim that arises as a result of the other’s negligence or breach of the Agreement.
6.3 Neither of us excludes or limits its liability under the Agreement: 
6.3.1 for death or personal injury caused by its negligence;
6.3.2 for fraud or fraudulent misrepresentation; or
6.3.3 for any other type of liability which cannot, under English Law, be limited or excluded.
7. Data Protection
7.1 Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of the General Data Protection Regulation, together with the Data Protection Act 2018 and any other law applicable to the protection of personal data in effect from time to time, in each case to the extent it applies to each of them.
8. Confidentiality
8.1 Subject to clause 19.2, each of us agrees to maintain confidential the terms of these T&Cs and all information obtained from the other pursuant to these T&Cs, to respect the other’s proprietary rights in it, to use it exclusively for the purpose of these T&Cs and to disclose the same only to those of our respective employees to whom and to the extent that such disclosure is reasonably necessary for the purpose of these T&Cs.
8.2 Each of us shall procure that all of our respective employees who have access to any information of the other shall be made aware of and subject to these obligations.
8.3 The obligations imposed by this clause shall not apply to any information which:
8.3.1 is at the date of the Agreement generally known to the public or later becomes generally known to the public otherwise than by reason of breach of the recipient’s obligations under these T&Cs; 
8.3.2 is prior to disclosure under the Agreement in the possession of the recipient free of any obligation of confidentiality;
8.3.3 subsequent to disclosure under the Agreement becomes lawfully available to the recipient from a source independent of the other; 
8.3.4 is independently developed by a party without recourse to any information supplied by the other party; or
8.3.5 either we or you are required to disclose by Law or by the rules of any governmental or other regulatory body (including any applicable stock exchange or by a court or other authority of competent jurisdiction) provided that the one of us that is required to make the disclosure in question gives the other as much notice of that disclosure as possible and takes into account the reasonable requests of the other in relation to the content of this disclosure.
8.4 The obligations imposed by this clause shall survive the variation, renewal, expiry or termination of the Agreement.
9. Term and termination
9.1 The Agreement shall start on the date that you accept the Job in accordance with the Job Acceptance Form.  
9.2 Unless terminated in accordance with its terms, the Agreement shall end upon completion of a Job.
9.3 Either of us shall be entitled to terminate the Agreement with immediate effect by notice to the other if:
9.3.1 the other commits an irremediable material breach of the Agreement, Persistently Breaches the Agreement, or commits any remediable material breach and fails to remedy it within 30 days of receipt of a notice which identifies the breach in question and requires its remedy; 
9.3.2 the other is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or suffers any event (including, insolvent liquidation, a declaration of bankruptcy, the presentation of a bankruptcy or a winding up petition which is not withdrawn, dismissed or discharged within 30 days of its presentation or the appointment of an administrator, receiver or similar over any of its assets or undertaking) which could be reasonably considered to indicate that it is insolvent or at serious risk of becoming so in the relatively near future; or
9.3.3 the other ceases or threatens to cease to carry on business.
10. Effect of expiry / termination 
10.1 Each of our respective rights, liabilities and obligations shall cease on termination or expiry of the Agreement save for any provision of the Agreement which is expressly or impliedly (including clauses 4, 5, 6 and 8) to continue in force after termination or expiry of the Agreement which shall continue in force notwithstanding such termination or expiry. 
11. Remedies
11.1 Any exercise by us of our rights under the Agreement shall not limit or affect any other rights or remedies available to us.
12. Severability
12.1 The invalidity or unenforceability of any term of, or any right arising pursuant to, the Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
13. Notices 
13.1 Notices sent under or in connection with the Agreement must be in writing and:
13.1.1 sent by first class, pre-paid, post; 
13.1.2 delivered by hand; or
13.1.3 send by email to the email address at the receiving party set out in the Job Acceptance Form
13.2 In respect of both postal delivery and delivery by hand, the notice shall be sent to the address of which of us is to be served as either of us may advise the other as being its address for service. 
13.3 Notice is deemed given:
13.3.1 in the case of hand delivery – at the time the delivery is made;
13.3.2 in the case of posting to an address in the UK 2 Working Days after the notice is posted; and
13.3.3 in the case of email at the time of transmission provided that notice of failed or incomplete transmission is not received by the sender.
14. Assignment
14.1 We may at any time assign, transfer or deal in any other manner with any or all of its rights and obligations under the Agreement.
14.2 You shall not assign, transfer or deal in any other manner with any of its rights and obligations under the Agreement without our prior written consent. 
15. Waiver
15.1 No failure or delay on the part of either of us relating to the exercise of any right, power, privilege or remedy provided under the Agreement shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other nor (save where expressly provided otherwise in the Agreement) shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in the Agreement or at law or in equity.
16. Entire agreement
16.1 The Agreement contains the whole agreement between the parties and it supersedes any prior written or oral agreement between us and is not affected by any other promise, representation, warranty, usage, custom or course of dealing. Save where expressly stated otherwise in this agreement, we both confirm that neither of us has entered into this agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in the Agreement shall exclude liability for any fraudulent statement or act made prior to the date of the Agreement.  
16.2 You acknowledge that the Agreement applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
16.3 You acknowledge that by completing a Job Acceptance Form, the terms of the Agreement (as set out in our T&Cs) shall apply to each and every Job that you complete for us, subject to us informing you that our T&Cs have been updated and providing you with a copy of the same.  
17. Variation
17.1 No variation or amendment to the Agreement shall be effective unless in writing and signed by each of our respective authorised representatives.
18. No partnership 
18.1 The relationship between you and us shall be that of independent contractors and nothing in the Agreement or in any document referred to in it shall be deemed to constitute a partnership between either of us and any other person.
18.2 The Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify us for and in respect of:
18.2.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by you in respect of the Services, where such recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of our negligence or wilful default; and
18.2.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you arising out of or in connection with the provision of the Services.
19. Anti-Bribery Compliance
19.1 Each of us shall: 
19.1.1 comply with all Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and shall ensure that our employees, representatives, subcontractors and agents comply with such Laws; 
19.1.2 have and shall maintain in place during the continuance of the Agreement, their own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and each of us will enforce them where appropriate;
19.1.3 promptly report to the other any request or demand for any undue financial or other advantage of any kind received in connection with the Agreement;
19.1.4 upon request, certify to the other, in writing, that it has complied with this clause 19 and each of us shall provide such supporting evidence of compliance as the other shall reasonably require; and
19.1.5 ensure that all persons associated with them in relation to the Agreement comply with this clause 19.
19.2 Each of us may disclose the Agreement and any information that it obtains in connection with it to any government agency or regulatory authority, or other persons that it reasonably determines, have a need for such information in connection with the Bribery Act 2010. 
20. Force Majeure
20.1 If the performance of either of us of an obligation under the Agreement (other than an obligation to pay sums) is detrimentally affected by a Force Majeure Event then, immediately upon becoming aware of such detrimental effect, we shall notify the other of the nature of the Force Majeure Event in question and the obligations detrimentally affected by the Force Majeure Event in question and how they are so affected (an “FM Notice”). From the date of the FM Notice in question whoever of us sent the FM Notice in question shall, subject to clause 20.2, whilst the Force Majeure Event in question continues to have a detrimental effect on our obligations:
20.1.1 be released from performing those obligations that we have stated in the FM Notice that we will be entirely unable to perform; 
20.1.2 be excused from full performance of those obligations the performance in respect of which we have stated in the FM Notice will be limited but only to the actual extent by which its performance of the obligation in question is limited by the Force Majeure Event in question; and
20.1.3 make all reasonable efforts to resume full performance of the obligations affected by the Force Majeure Event in question. 
20.2 Whoever of us receives the FM Notice in respect of the Force Majeure Event in question shall be entitled to terminate the Agreement with immediate effect by notice to the other at any time during the period commencing on the date that is 1 month after the date of the FM notice in question and ending on the date that all of the obligations referred to in the FM Notice in question cease to be detrimentally affected by the Force Majeure Event in question.
21. Governing Law and Jurisdiction 
21.1 The Agreement shall be governed and construed by the laws of England and we both agree that the English Courts shall have the exclusive jurisdiction over any dispute (contractual or non-contractual) arising out of or in connection with the Agreement.
Schedule 1
Installation Schedule of Rates - supplied via email. 
Schedule 2
Payment Schedule