1            General
     1.1             Subject to Clause 1.2, these terms of business and Schedule (“Terms”) are the sole defining document governing the provision of the Services (as defined in Clause 2) by Home Efficiency Services LTD (“the Provider”) to the seller (“Client”)  of the property to be inspected (“Premises”) . The Terms supersede any purchase order issued by the Client and all proposals, terms & conditions, statements, representations or warranties made by or between the Provider and the Client (“Parties”) relating to the Services. No variation is valid unless agreed in writing by the Parties.
    1.2             The search reports (“Searches”) and title documentation will be provided subject to the terms & conditions of the company which provided the searches to the Provider (“Search Provider”) and the Land Registry, copies of which will be provided by the Provider. Where possible the Provider will pass on the benefit of any warranty, guarantee or indemnity provided to the Provider under such terms & conditions.
     1.3             Full details of the EA, Client, Services, Premises, appointment time, timetable & method of delivery of the Home Information Pack (“HIP”) including Energy Performance Certificate & Recommendation Report (“EPC”) will be detailed in the Schedule of Work (“Schedule”) which will be provided and form part of the contract between the Parties.
   2            The Services
     2.1             The Services shall consist of an assessment of the Premises by the Provider and the commission & provision of the HIP, the contents of which will be detailed in the Schedule.
     2.2             The Provider will not provide a full structural survey, property valuation, repair cost information or any professional services other than those related to the provision of the HIP. Any such additional services will be dealt with by a separate contract.
     2.3             In preparing the EPC, the Provider will undertake a visual assessment and will not look at parts of the Premises which are covered, unexposed or inaccessible. The Provider will not pull up carpets or floor boards. Lofts will only be visually inspected if it is safe to do so, access is within 3 metres of floor level & it will not damage the Premises.
   3            Statutory Terms for the Preparation of HIP (“Statutory Terms”)
     3.1             The Searches & EPC will be prepared with reasonable skill and care.
     3.2             In relation to the Searches a responsible person may copy or issue a copy of these as permitted by Schedule 6, Paragraph 5 of the Home Information Pack (No.2) Regulations 2007.
     3.3             The person liable for negligent or incorrect entries in the records searched, any negligent or incorrect interpretation of the records searched or any negligent or incorrect recording of that interpretation will be notified to you in the Searches.
   4            Fees & Payment TermsThe Fees payable for the Services will be detailed in the Schedule. Fees are to be fully paid (without deduction or set-off) upon submission of invoice. Interest may be charged on any outstanding Fees from the due date for payment until the date payment is made at the rate of 2% per annum above the base rate from time to time of NatWest Bank. The HIP will not be supplied until the invoice is paid.
   5            Cancellations or Postponement
     5.1             If the appointment is cancelled by the Client on the day of the appointment for whatever reason, or if the Provider is required to postpone the Services on the appointment day due to the failure of the Client to abide by his or her obligations under the Terms 50% of the Fees will be payable to the Provider for that appointment. Additional Fees will be payable for any new appointment.
     5.2             The Provider may terminate the Terms if there is a conflict of interest.
   6            Warranty & Complaints
     6.1             The Provider warrants that the Services will be performed in accordance with the requirements of relevant legislation, the Provider’s Accreditation Scheme detailed in Clause 14.2 (“Scheme”) & relevant Code of Conduct.
    6.2             Except as expressly set out in Clauses 3 & 6.1, all warranties, terms & conditions, whether oral or written, express or implied by statute or otherwise which might have imposed obligations on the Provider in relation to the Services will be excluded to the fullest extent permitted by law.
     6.3        The Provider will provide a high level of customer care at all times.  In the unlikely event of any complaint, the Provider will seek to resolve the complaint by telephone, email or in person as quicky as possible.  Should the Client be unhappy with this response they should write to the Provider with full details of the complaint within 5 working days.  The Provider will usually respond within 15 working days to allow for holidays.  If the client is dissatisfied with this response any complaint about the EPC

 can be escalated to the Scheme. A copy of the complaints handling process is available on request. This does not affect the Client’s legal rights.
   7            Client Obligations
     7.1             The Client will at his or her own expense provide all such information & co-operation as is reasonably required to enable the Provider to provide the Services. This shall include:
a)        provision of clear and safe access to all of Premises,
b)        not leaving any child under the age of 16 alone to supervise the assessment;
   8            Insurance -The Provider will maintain insurance cover in accordance with sound business practice, the requirements of the Scheme, and the minimum terms set by the DCLG.
  9            Liabilities
     9.1             Notwithstanding anything to the contrary in these Terms, the liability of the Provider under or in connection with these Terms, whether arising from contract, negligence or howsoever will be limited as set out in this Clause 9.
     9.2             The liability of the Provider is unlimited in respect of any liability arising from:
a)        death or personal injury caused by the negligence of the Provider;
b)        any proven fraud on the part of the Provider.
     9.3             The aggregate total liability of the Provider is limited to fifty thousand pounds (£50,000) in respect of any claim for loss of, or physical damage to, the Client’s tangible property caused by the act or omission of the Provider.
     9.4             In respect of any other liability not otherwise covered by this Clause 9, the Provider’s aggregate total liability is limited to [one hundred thousand pounds (£100,000).]
     9.5             The Provider will not be liable for:
a)        any inaccuracies, mistakes or omissions in or from any Searches provided by a Search Provider or in the title documentation provided by the Land Registry.
b)        any special, consequential or indirect damages, loss of profits (including direct loss of profits), loss of business, loss of revenue, loss of goodwill or loss of anticipated savings arising out of or in connection with the Terms.
     9.6             The Client accepts that the Fees have been set in relation to the risks being assumed by the Provider under the Terms, and that accordingly the limitations on the liability of the Provider detailed in this Clause are reasonable.
   10            Confidentiality & Data Protection
     10.1             An EPC prepared by the Provider and supporting documents must be uploaded to the Scheme and thereafter entered onto the Register of EPCs.
     10.2             Subject to Clause 10.1 and any other contrary legal obligation:
a)        Both parties shall comply with their obligations under the Data Protection Act 1998. The Client will be entitled to see any of his or her Personal Data held by the Provider.
b)        How the Client’s Personal Data will be used by the Provider will be detailed in the Special Conditions in the Schedule.
   11            Force Majeure - Except for any payment obligation imposed on the Client, neither party will be liable for a delay in performing, or for a failure to perform, obligations if that delay or failure is caused by circumstances beyond the reasonable control of that party including errors caused by the government approved software program used by the Provider to make the EPC assessment.
   12            Third Party Contractual Rights
     12.1             In relation to an EPC, the Client and a potential or actual buyer of the Premises may enforce Clause 3.1.
     12.2             In relation to the Searches, the Client, a potential or actual buyer of the Premises, and a mortgage lender in respect of the Premises may enforce the Statutory Terms set out in Clause 3.
     12.3             In relation to any other Terms, a person who is not a party to the Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms. This does not affect any right or remedy of a third party that exists, or is available, apart from that Act.
   13            Applicable Law - The laws of England will govern the Terms, and the Parties submit to the exclusive jurisdiction of the English courts.
   14            Regulation
     14.1             The Provider is accredited under number NHER001468 to prepare EPCs under the provisions of the Housing Act 2004 and the Home Information Pack (No.2) Regulations 2007.   
     14.2             Accreditation is administered by the following Accreditation Scheme: NHER:  www.nher.co.uk or 01908 672787