Heating Central Terms and Conditions

1    Definitions

1.1    "Confidential Information" in relation to a customer, means all information relating to that customer including, without limitation, that customer’s name, address, age, specific need, which is disclosed, communicated or delivered to the other party or which comes to the other party’s knowledge, or into its possession, before, on or after the date of these terms and conditions.

1.2    “Heating Central” and “Heatingcentral.com” [HC] means the trading name of Overland Associates Limited.

1.3    “Party” means both plumbing & heating engineer and Heating Central.

1.4    “Plumber” means the plumbing & heating engineer (whether sole trader, company or other) referred to in the attached application form as the Principal company Director.

2    Heating Central agrees that:

2.1    From time to time it shall direct customer introductions to Plumber from its call centre.

2.1.1    During business hours, calls will be placed through to Plumber from HC’s call centre after the customer confirm they want to make an appointment with the Plumber who is identified as convenient. The call centre operator will first speak to Plumber and introduce the call as being a customer referral from HC.

2.1.2    If Plumber is unable to take the call directly, the customer details will be sent to Plumber by email or fax (as advised by Plumber).

2.1.3    Calls may be monitored for training and quality control purposes in accordance with The Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000.

2.1.4    Outside business hours, Customer details will be emailed or faxed to Plumber (as advised by Plumber).

2.2    Provided that it is informed by Plumber within two (2) days of the event, HC will not charge Plumber for a customer introduction if:

2.2.1    No visit is booked with Plumber; or

2.2.2    A visit is booked, but the customer does not accept the Plumber’s quote for the job

3    Plumber agrees to:

3.1    Respond to customer introductions received outside business hours by 9 a.m. next business day;

3.2    Treat customers with courtesy and respect to the best of their professional ability and manage the customer relationship in such a way that enhances HC’s reputation and encourages repeat business;

3.3    Advise HC if, for any temporary period, Plumber is unable to accept customer introductions, e.g., due to holiday absence or staff absences; and

3.4    Advise HC within two (2) days of the event of any quote provided to the customer; and

3.5    Advise HC within two (2) days of the event if a job has been done at the customer’s site.

4    Fees, Statements, Payment and VAT

4.1    Fees for the HC service will be charged on the second and forth Monday of the month (or next business day). The introduction fee is calculated at  a pre-agreed percentage (10%, ten per cent) of the pre-VAT total amount that Plumber charged to the customer or a pre-agreed minimum flat fee. The fee invoiced will be the higher of the pre-agreed percentage (10%, ten per cent) of the pre-VAT total amount charged to the customer and a pre-agreed minimum flat charge (£15, fifteen pound sterling).

4.2    Any formal quote provided to the customer and any job completed must be notified to HC within two (2) days of the event. Any failure of a customer to make a scheduled meeting or turn down of a quote must be notified to HC within two (2) days of the event.

4.3    Plumber invoice will be issued (by Email) on the 5th of the month covering the previous calendar month when the customer job was completed. If Plumber has any queries relating to the invoice, such questions should be raised within ten (10) days of receiving the invoice.

4.4    Payment terms are fourteen (14) days from the date of the invoice. Amounts will be deducted by Direct Debit from Plumber’s bank account.

4.5    HC reserves the right to claim introduction fees from the customer for a period of eighteen (18) months from the date of the original introduction. If, during the 18 months’ period, the customer approaches Plumber for further work, Plumber shall notify HC within two (2) days. Standard commission (as in clause 4.1) will apply to such additional work. HC will attempt to generate further leads from the customer during the 18 months’ period, using its call centre capacity and its customer relationship management systems.

4.6    HC may vary the fee per customer by providing thirty (30) days written notice to Plumber.

4.7    HC may charge Plumber interest on any overdue amount, calculated daily from the due date until date of payment, at the lower of 1.5% per month and the maximum rate allowable at law.

4.8    Plumber must pay HC on demand any value added tax or any other like tax ("VAT") which is payable as a consequence of any supply made or deemed to be made or other matter or thing done under or in connection with the HC service. HC will issue Plumber with a tax invoice.

5    Exclusion of Warranties

5.1    HC shall use all reasonable efforts to ensure that all information provided to Plumber is accurate.  Except as otherwise expressly stated in these terms and conditions, HC makes no express or implied warranties to Plumber and expressly excludes all warranties, conditions and terms implied by statute, general law, or custom, including, without limitation, any and all implied warranties with respect to merchantability, fitness for purpose, title and non-infringement, except for any implied condition or warranty, the exclusion of which would contravene any statute or cause this clause to be void.

6    Limitation of Liability

6.1    To the extent permitted by law, where the services HC supplies under these terms and conditions are subject to warranties or terms implied by statute, general law or custom that cannot be excluded, restricted or modified HC’s liability for breach of any such condition or warranty will be limited at Plumber option to the supply of the services again or payment of the cost of supplying the services again.

6.2    To the extent permitted by law, HC’s liability to Plumber for any loss or damage, whether arising in contract, negligence or otherwise shall not exceed the total amount HC actually received from Plumber in fees received for the customer lead giving rise to the loss or damage.  HC will not be liable in any event (whether in contract, tort or otherwise) for any consequential, indirect, incidental, special, punitive or exemplary damages, including without limitation any loss of profits or loss or corruption of data or loss of anticipated savings, loss of goodwill or economic loss, even if HC has been advised of the possibility of such loss or damage.

6.3    Each party's liability in contract, tort, negligence, under statute or otherwise must be reduced by the extent, if any, to which the other party contributed to the loss.

7    Intellectual Property

7.1    Plumber acknowledges that the HC service is supplied subject to copyright and other Intellectual Property Rights.  HC is the owner, or authorised licensee, of all rights, title and interests in and to the HC and, except as otherwise specifically granted under these terms and conditions, Plumber obtains no right, title or interest in or to HC.

8    Confidentiality

8.1    Neither Party will disclose to any third party without the prior written consent of the other any Confidential Information received from the other Party.  This restriction does not apply to information which is or becomes generally available to the public (other than as a result of a breach of an obligation under this clause) or is required by law to be disclosed.

8.2    Each Party will only use the Confidential Information of the other party for the sole purpose of performing its obligations under this Agreement.

9    Termination and Consequences of Termination

9.1    Either party may terminate this Agreement at any time.

9.2    Upon termination, Plumber agrees to pay to HC any outstanding charges for customer leads made prior to termination.

9.3    The provisions of clauses 8, 9 and 10 survive termination or expiration of this Agreement.

10    General Provisions

10.1    The completion of an application form governed by these terms and conditions shall constitute and agreement between the parties commencing on the date the application form is received by HC, (the “Agreement”).

10.2    The Agreement may only be varied by agreement of both parties in writing.

10.3    All notices to be given by a Party to the other Party must be in writing and shall be sent by facsimile or electronic mail to their respective addresses on the application form or as varied by written notice.

10.4    Any provision of these terms and conditions will be read down to the extent necessary to prevent that provision or these terms and conditions being invalid, voidable or unenforceable in the circumstances.

10.5    Plumber may not assign or attempt to assign any of its rights or obligations under these terms and conditions without HC’s prior written consent which shall not be unreasonably withheld.

10.6    Other than in relation to any payment obligations under these terms and conditions, neither Party will be in breach of its obligations under these terms and conditions to the extent that the failure or delay occurs because of a force majeure event and the affected party will be granted a reasonable extension of time to complete its performance of any obligations affected by that force majeure event.

10.7    These terms and conditions are governed by English law.

10.8    The Contracts (Rights of Third Parties) Act 1999 shall not apply to these conditions nor any Contract made under them and no person other than Plumber or HC shall have any rights thereunder, nor shall these conditions or any contract be enforceable under that Act by any other person.

11    Dispute resolution

11.1    In the event of a dispute arising out of or in connection with the Agreement, both parties agree to submit to binding arbitration.  In such case, both parties agree to the appointment of one (1) arbitrator, agreed by both parties, and, failing agreement by the parties, to be selected by the London Chamber of International Arbitrations ("LCIA").  The arbitration shall be conducted in London in accordance with the rules, regulations and procedures of the LCIA, and the decision of the arbitration panel shall be final and binding on both parties.