Terms and Conditions

1. Definitions and Interpretation

In this Agreement the following definitions shall have the following meanings;
ACT; the Data Protection Act 1998.
ADDITIONAL CHARGES; CBS Complete charge rates (from time to time) for work undertaken on a time and materials basis together with any applicable VAT.
AGREEMENT; Part A together with this Part B and any additional Parts attached to this Agreement;
BUSINESS HOURS; 8.00am-5.00pm excluding weekends, bank and public holidays.
CHANGES; any additions or amendments to the services that the Client requests CBS Complete to undertake.
CLIENT; means the Client identified in the contract
COMMENCEMENT DATE; the date the Services start as set out in Part A
COMPLETION DATE; the estimated date for completion of the Services as detailed in the contract.
CONFIDENTIAL INFORMATION; all information relating to either CBS Complete or the Client (including but not limited to information in respect of the Services or any of them) which might fairly be considered to be of a confidential nature.
DEPOSIT; the deposit (if any) to be paid by the Client to CBS Complete and detailed in the contract
EQUIPMENT; has the meaning set out in the relevant Part.
EXCLUDED WORK; means those elements that are not part of the Services as more specifically detailed in the relevant Part.
FEE; the changes set out in Part A and payable in accordance with this Agreement.
PART; the various schedules attached to this Part B and forming part of the Agreement.
PART A; the front page of the contract setting out general information relating to the Client and Services.
PART B; these general terms and conditions.
PARTIES; means CBS Complete and the Client.
SERVICES; those of the services detailed in the relevant part that CBS Complete has agreed in writing to provide to the Client as confirmed by the relevant quotation provided by CBS Complete to the Client or as otherwise confirmed by CBS Complete in writing.
In the event of conflict between these terms and conditions and Part A then these terms and conditions shall prevail to the extent of the conflict.
In the event of conflict between the Services and the Excluded Work the Services shall prevail to the extent of the conflict.
In the event of conflict between Part A, Part B and any other Part then the order of priority will be the relevant Part, Part A and Part B
References to CBS Complete or Client will (where the context permits) include their employee, agents or subcontractors
References to any legislation shall include any replacement, re-enactment and any applicable secondary legislation.

2. CBS Completes Responsibilities and Rights

CBS Complete shall;
Use its reasonable endeavours to provide the services in a timely manner. Unless agreed in writing by CBS Complete time shall not be of the essence; Reserve the right to subcontract any or all of its obligations under this Agreement to any third party.
CBS Complete will use its reasonable endeavours to carry out any agreed Changes as soon as reasonably possible but it shall be entitled to levy Additional Charges in respect of the same.

3. Fees

3.1 All sums specified in this Agreement are exclusive of Value Added Tax which shall be levied at the applicable rate from time to time in force.
3.2 Without prejudice to any other rights CBS Complete may have all invoiced sums not paid when due shall accrue interest from the date due until the
date paid at the rate of 4% above the base rate for the time being of National Westminster Bank.
3.3 CBS Complete reserves the right to carry out an annual review of the fee and will notify the Client of any resulting changes to the fee in writing one (1) month in advance of implementation

3.4 The Client agrees that CBS Complete shall not be liable under any circumstances for any delay, error or problem caused by any act or omission of the Client. CBS Complete shall be entitled to levy Additional Charges for all reasonable expenses and additional work incurred or undertaken as a consequence of such acts or omissions.
3.5 CBS Complete have agreed not to levy any charges for payment by direct debit or BACS. Notwithstanding the previous sentence, in the event that the Client fails to make any payment of Fees by the due date the CBS Complete reserves the right to levy the cost of all charges CBS Complete has incurred in respect of any direct debit or BACS payments for the 12 months prior to the date of such breach. The Client confirms that this clause shall be considered to be reasonable in all circumstances.

4. The Clients Responsibilities

4.1 The Client shall;
Provide all reasonable assistance and access to CBS Complete to enable CBS Complete to properly and effectively carry out the Services
Pay the Deposit, the Fee and Additional Charges by the due dates and without set-off or deduction. In the absence of any a stated due dates in Part A then payment terms are 30 days from invoice.
Carry out such requirements as CBS Complete may reasonably request in order to assist CBS Complete in carrying out the Services including without limit obtaining all necessary rights of access.
Comply with all applicable legislation including but not limited to the Act.
Be solely responsible for maintaining back-up and disaster recovery
procedures and all other information the Client supplies to CBS Complete from time to time.
Be responsible for checking all proofs or work provided by CBS Complete. The Client acknowledges that or omissions (including errors or omissions relating to price, spelling, grammar, dimensions, colour schemes and layout) which would have been visible on inspection by the Client.
Be responsible for ensuring that all equipotential bonding conductors from the main electrical terminal for installation to any gas supply outlet is as near as possible to the gas meter outlet or point of pipework entry.
Carry out the obligations set out in Part B and the attached Part and to carry out the same in a prompt and diligent manner.
Ensure that proper environmental conditions are maintained for the Equipment and will maintain in good condition the accommodation of the Equipment, the cables and fittings associated with them and any electricity supply to them.
Not make any modification to the Equipment otherwise than in accordance with this agreement.
Keep and operate the Equipment in a proper and prudent manner and in accordance with the manufacturers operating instructions.
Ensure that the external surfaces of the Equipment are kept clean and in good condition and will carry out minor maintenance recommended by the manufacturers operating instructions.
Except as mentioned elsewhere in the Agreement, not attempt to adjust, repair or maintain the Equipment and not request, permit or authorise anyone other than CBS Complete to carry out adjustments, repairs or maintenance of the Equipment.
Not use in conjunction with the Equipment any accessory, attachment or additional equipment other than that which has been supplied by or approved by CBS Complete.
Ensure in the interests of health and safety that CBS Complete personnel,
while on the Clients premises for the purpose of carrying out the Services have access at all times to a member of the Clients staff familiar with the premises and safety procedures.
Promptly notify CBS Complete if the Equipment needs maintenance or is not working correctly.
Provide adequate working space around the Equipment for the use of CBS Completes personnel and make available such reasonable facilities as may be requested from time to time by CBS Complete for the storage and safekeeping of test equipment and parts
Wherever possible, provide a suitable vehicle parking facility for use by CBS Complete personnel which is free from any legal restriction at which the Equipment is installed. Wherever this is not possible parking charges will passed on to the client.
4.2 The Client accepts that CBS Complete shall be entitled to announce (either verbally or in writing) for marketing purposes only that it has undertaken the

Services for the Client providing that CBS Complete will not disclose anything which is Confidential information.
4.3 The Client acknowledges and accepts that CBS Complete is not responsible for any error, omission, quality or other fault relating to any material supplied by a third party.
4.4 The Client shall notify CBS Complete within 48 hours of CBS Complete carrying out the Services of any problems or concerns. CBS Complete will use its reasonable endeavours to rectify such problem and/or concern as soon
as possible. In the event that the Client fails to notify CBS Complete of any problem or concern within such time period then the Client will be deemed to have accepted the same.
4.5 The Client warrants that;
All information provided by it is true and accurate in all respects.
It will take all steps necessary to protect CBS Complete including without limit providing details of any health and safety requirements.
It will notify CBS Complete immediately of any problems that may impact on the ability CBS Complete to carry out the Services or which could endanger CBS Complete or its personnel.
(save to the extent that it forms part of CBS Completes obligations under the Services) it has obtained all necessary permissions and licences required in order to enable CBS Complete to carry out the Services

5. Exclusions

5.1 Unless otherwise specified in the acknowledgement of order, the Services do not include the Excluded Works and CBS Complete shall not be obliged to perform, nor does it assume any responsibility for the performance of any works or services which do not form part of the Services.

6. Term

6.1 This Agreement shall commence on the Commencement Date and continue until the Completion Date unless terminated by CBS Complete under clause 7.1. After the Completion Date this Agreement shall continue in full force and effect unless and until terminated by either party under clause 7.

7. Termination and Suspension

7.1 CBS Complete may terminate this Agreement (in respect of all or any of the services) immediately and without notice if the Client;
Breaches any of its obligations in this Agreement and if capable of remedy fails to remedy within 7 working days of receipt of notice in writing or by e-mail from CBS Complete requiring the Client to do so.
Becomes insolvent and/or unable to pay its debts, bankrupt or placed in the hands of a receiver or administrator or wound up.
7.2 In the event of termination of this Agreement for whatever reason;
The Client will remain liable to pay CBS Complete all sums outstanding up to the date of termination.
Both parties will continue to respect and uphold all confidentiality and IPR obligations.
Both parties will immediately stop using the IPR of the other.
7.3 CBS Complete reserve the right to suspend some or all of the Services forthwith if;
It has reason to believe that the Client is misusing the Service ( or any of them).
It is required to do by law
The Client should fail to pay any Deposit, Fee or Additional Charges by the due date.
Once the Completion Date has passed, either Party may terminate this agreement at any time on giving three (3) months’ notice in writing to the other. Upon termination (for whatever reason), CBS Complete shall be entitled to destroy any information or documentation (including any computer discs or cd’s) provided by the Client.

8. Ownership Rights

8.1 All IPR relating to the services and other items and materials created by CBS Complete, is either owned exclusively by CBS Complete or CBS Complete are properly licensed to use it and no right, title or interest in or to any of the same is granted, transferred or assigned to the Client.
8.2 Subject to this Agreement, the Client hereby grant to CBS Complete a non- exclusive, non-transferable (except with written permission from the Client), non-sub licensable, worldwide license to use any material provided by the

Client for the purposes of carrying out the Services.

9. Confidential Information

9.1 Neither Party will use the other Party’s Confidential Information other than for the for the purposes provided in this Agreement and will keep in confidence the other party’s Confidential Information made available to it, provided however that such restriction on disclosure shall not apply to any information that;
Is in the public domain through no fault of the Party receiving the disclosure. Was known to the receiving Party prior to disclosure by the disclosing Party.
Is or was disclosed to the receiving Party by a third party that was not under a similar confidentiality agreement or;
Is required to be disclosed by applicable law or an order of any governmental authority of competent jurisdiction.
9.2 Each Party shall be responsible for its own agents, workers and employees with respect to ensuring that no Confidential Information will be disclosed.

10. Data Protection

10.1 CBS Complete acknowledges and accepts that it is a data processer for the purpose of carrying out its obligations under this Agreement . Notwithstanding the previous sentence CBS Complete shall be entitled to use any Personal Information (as defined below) for the purposes and in accordance with Part A.
10.2 CBS Complete agrees that it shall not disclose any personal data received by CBS Complete pursuant to this Agreement or otherwise (“personal information”) to a third party other than in accordance with the services.
10.3 CBS Complete warrants that it has in place appropriate technical and organisational measures against accidental or unlawfully destruction or accidental loss, alteration, unauthorised disclosure of or access to
the personal Information and adequate security measures to ensure that unauthorised persons will not have access to the personal Information and that any persons it authorises to have access to (including but not limited to
its employees) will respect and maintain the confidentiality and security of the personal information.
10.4 CBS Complete warrants that all security measures referred to in clause
10.3 above will reflect the level of damage that might be suffered by, and any harm which might result to the customers who are the subjects of the Personal Information as a result of unauthorised access or disclosure.
10.5 CBS Complete shall ensure that all processing of the personal Information shall be carried out by CBS Complete at all times in accordance with the Act and that it otherwise conducts itself in accordance with the Act.
10.6 In the event that CBS Complete discovers or has reasonable reason to believe that it is not complying with clause 10.3 it shall promptly notify the Client of this and provide to the Client such details of the non-compliance or suspected non-compliance as the Client may reasonably request.
10.7 For the purpose of this clause 10 “processing”, “personal data” and “data processor” shall have the meaning set out in the Act.

11. Representations, warranties and limitations

11.1 To the maximum extent permitted by law, this clause 11 and clause 12 sets out CBS Complete entire liability to the Client and all other liability is hereby excluded.
11.2 SAVE AS REQUIRED BY LAW AND SAVE AS MAY BE SET OUT IN THE AGREEMENT, CBS COMPLETE DISCLAIMS AND THE CLIENT WAIVES ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OBLIGATION, LIABILITY, RIGHT, REMEDY, CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF CBS COMPLETE (WEATHER EXPRESS OR IMPLIED)
11.3 CBS Complete shall not have any liability to the Client in respect of any of the following losses or damage (wherever such losses or damage were foreseen, foreseeable, known, direct, indirect or consequential or otherwise), loss of profits. Loss of anticipated savings, loss of business, loss of goodwill, loss or use or downtime, loss of or corruption to data or other information.
Furthermore CBS Complete shall not be liable for any indirect or consequential loss or damage and CBS Complete does not assume responsibility for any liability in respect of which it has not expressly accepted liability under this Agreement.

12. Remedies and Indemnification

12.1 CBS Complete and the Client acknowledge that the following provision reflects a fair allocation of risk and that the fee is reflective of such allocation of risk. Save as required by law the Client’s exclusive remedy for CBS Completes default under this agreement shall be, where possible, to obtain the repair, replacement or correction of the defective Services to the extent warranted under this agreement. If such remedy is not economically or
technically feasible or effective, then the Client may obtain an equitable partial or full credit or refund of amounts paid with respect to the defective Services, save that in no event shall CBS Complete be liable for any amount in excess of the amount paid by the Client to CBS Complete for the Services during the six
(6) months prior to the event giving rise to the alleged claim.

13. Waiver

The waiver by either party of any breach or failure to enforce any of the
terms and conditions of this Agreement at any time shall not in any way affect limit or waive either party’s rights thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

14. Notices

14.1 Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered;
Forty eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid; or Forthwith upon receiving confirmation from the receiving party either by facsimile, e-mail or by post.

15 Successors and Assigns

15.1 This Agreement shall be binding upon and inure to the benefit of the successors and assignees of CBS Complete . CBS Complete may assign its rights hereunder at any time and will notify the Client of any such assignment. The Client shall not be entitled to any of its rights under this Agreement without the prior written consent of CBS Complete., not to be unreasonably withheld or delayed. Without prejudice to clause 2.1(b) neither Party shall be entitled to assign its obligations under this Agreement.

16 Governing law and jurisdiction

16.1 This Agreement and any non-contractual obligations arising under it shall be governed by the laws of England and Wales and the Parties submit to the non-exclusive jurisdiction of the English Courts.

17; Severability

17.1 If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In order to maintain the economic position enjoyed by each Party as close as possible to that under the provision rendered unenforceable

18. Entire Agreement.

18.1 This Agreement and any document referred herein constitutes the entire agreement of the Parties with respect to the subject matter hereof and all prior agreements with respect thereto are superseded. No amendment or modification hereof shall be binding unless in writing and duly excluded by both Parties.

19. Third Party Rights

19.1 Except as otherwise expressly stated herein, nothing in thi Agreement confers any rights on any person (Rights of Third Parties) Act 1999.

20. Force Majeure.

20.1 CBS Complete will not be liable for any delay or failure to carry out its obligations under this Agreement where such a delay or failure arose as a consequence of matters beyond its reasonable control including without limit any acts of God, explosions, terrorism, transport failures, labour shortages, riots, strikes affecting the sector in which CBS Complete operates or war.

Installation Services Schedule

Definitions
In this installation Schedule the following words shall have the following meanings;
Equipment; the goods to be installed pursuant or the Services. Services; the installation of the Equipment at the premises.
Unless the context states otherwise, words in this installation Schedule shall have the meaning set out in Part A and Part B
The installation Schedule incorporates the Part A and Part B terms.
In the event of conflict between this installation Schedule and Part A or Part B, then this installation Schedule shall prevail but only to the extent of the conflict.

Services

in return for the payment of the Deposit and the Fee, CBS Complete will carry out Services in accordance with CBS Completes operational procedure for generic work specifications and/or the appliance manufacturers instructions (as CBS Complete may determine necessary) The parties will agree the time and date of such Service.
The Fees are based on the prices of goods and materials, transport costs, wage rates and other emoluments and expenses, and is exclusive of VAT. Should there be any alteration in these prices, costs or rates, CBS Complete reserve the right to levy Additional Charges.
In the event that the Client requires the Service to be completed outside business hours then CBS Complete will (if it agrees to carry out the Service at the same time) levy an Additional Charges to the Service.
In carrying out the Services, CBS Complete will exercise reasonable care to preserve decorations and avoid other damage, but where defacement or other damage is unavoidable; CBS Complete will not be responsible for re-decoration or re-instalment.
Where outside underground pipework is involved CBS Complete will reinstate the surface to a reasonable interim standard and to trench width only, unless otherwise agreed by CBS Complete in writing. Interim reinstatement of hard surfaces will be in black tarmac or re-laid flags.
Flags damaged in executing the works will be replaced with pre-cast grey flags. Interim reinstatement does not include crazy paving or special surfaces. CBS Complete is not responsible for any growing items affected by the work. The Client must remove any such items and other items of value before work commences.. The Client acknowledges and accepts that it is responsible for final or permanent reinstatement on the property.

Exclusions

The following terms shall apply to all installation services.
The Services do not include any of the following (and if any such work is carried out by CBS Complete, the Client will be liable to pay Additional Charges for that work) other than as may be required by law.
Work not reasonably foreseeable from a visual inspection at the Clients premises.
Any steelwork or any foundations necessary to support and distribute the weight of the Equipment, any builders, any joiners, smiths or electricians work, the provision of guards around any portion of the Clients property or painting after erection. Any guarantee of temperatures.
The rectification of any inherent faults in the building in which the Equipment is to be installed. The making of any listed building applications.
Any work required as a result of any fault or failure of the electrical system within the premises in which the Equipment is to be installed, or the public electricity, gas or water supply to the Equipment.(together “Excluded Works”). Client obligations
In addition to the obligations set out in Part A, the Client will provide the following facilities and works;
Lock-up storage facilities for CBS Completes unfixed tools and materials. Suitable electric power supply for power-driven tools and any fuels or water used in commissioning and testing. All necessary consents, licences, authorities and permissions not included in the acknowledgement of the order. The Client will indemnify CBS Complete against any losses, costs or other consequence arising out of the failure to obtain any such consent,
licences, authorities and permissions. Insurance of all materials delivered to the premises against loss or damage by fire and special perils to a value not less than the Fee. The Client shall pay to CBS complete any sum received from the insurer in respect of any such loss or damage to the Equipment on the premises.

Defects

Subject to the remainder of this clause 5. CBS Complete will be responsible for rectifying any fault in the Equipment and/or Services which the Client notifies it about within a period of 12 months after substantial completion of the Services, providing the Client has notified CBS Complete within 30 days of the appearance of the fault. CBS Complete shall have the right at its sole option to repair or replace any defective work or part and any part removed automatically becomes CBS Completes property.
CBS Complete accepts no liability for any defect (or for its repair) which is caused directly or indirectly by the Clients negligence or default or that of any third party.