1.1 The Schedule forms part of these Conditions.
1.2 The following definitions apply in these Conditions.
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
the charges payable by YourRepair for the supply of the Services in accordance with clause 7 (Charges and payment).
has the meaning given in clause 3.2.
any indication from a Customer that they are not completely satisfied with the Services.
these terms and conditions as amended from time to time in accordance with clause 17.4.
the contract between YourRepair and the Supplier for the supply of Services in accordance with these Conditions.
YourRepair’s customer and the subject of the Services.
Data Protection Legislation
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
all documents, products and materials supplied by the Supplier as part of or in relation to the Services.
in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group or a Group Company.
YourRepair's request for the supply of Services, as set out in YourRepair's request for work sent to the Supplier by text or email (or both) as the case may be.
the YourRepair Engineer Portal.
the services, including any Deliverables, to be provided by the Supplier under the Contract, as set out in the Specification.
the description or specification for the Services agreed in writing by YourRepair and the Supplier.
the person, partnership, company or entity from whom YourRepair purchases the Services.
YourCare Services Limited registered in England and Wales with company number 09699907.
YourRepair Code of Conduct
any Code of Conduct notified by YourRepair to the Supplier as amended by YourRepair from time to time.
has the meaning set out in clause 4.5.20.
2. CONDITIONS PRECEDENT
2.1 In order for YourRepair to be able to register the Supplier on its list of suppliers and to process any payment to the Supplier, the Supplier agrees that it shall first:
2.1.1 submit truthful and accurate details to YourRepair (including a copy of its public liability insurance policy and schedule), as requested by YourRepair;
2.1.2 agree the Charges with YourRepair; and
2.1.3 agree the YourRepair self-billing agreement.
3. BASIS OF CONTRACT
3.1 The Order constitutes an offer by YourRepair to purchase Services in accordance with these Conditions.
3.2 The Order shall be deemed to be accepted on the earlier of:
3.2.1 the Supplier’s acceptance of the Order (including acceptance by email or text); or
3.2.2 any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence (Commencement Time).
3.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.4 The Supplier may request its removal from the YourRepair list of suppliers at any time by not less than 10 Business Days notice. YourRepair shall, within a reasonable time period following receipt of the notice, amend its records so that the Supplier shall no longer receive Orders from YourRepair.
4. SUPPLY OF SERVICE
4.1 The Supplier shall from the Commencement Time and for the duration of the Contract provide the Services to YourRepair in accordance with the terms of the Contract.
4.2 Upon acceptance of the Order, YourRepair shall pass the Supplier’s contact details to the Customer and the Customers contact details to the Supplier.
4.3 The Supplier shall contact the Customer within 15 minutes of the Commencement Time and arrange to attend at the Customer’s property to carry out the Services on the earliest time and date convenient for the Customer. Within 15 minutes of arranging to attend at the Customer’s property, the Supplier shall update the Portal with the date and time of the Supplier’s appointment with the Customer. The Supplier shall telephone the Customer one hour before attending at the Customer’s property to confirm the appointment.
4.4 The Supplier shall meet all performance dates and times for the Services as set out in these Conditions, the Schedule to these Conditions and that YourRepair notifies to the Supplier from time to time. Time is of the essence in relation to all of those performance dates and times.
4.5 In providing the Services, the Supplier shall:
4.5.1 comply with any YourRepair Code of Conduct that may be issued and updated at any Time;
4.5.2 co-operate with YourRepair in all matters relating to the Services, and comply with all instructions of YourRepair;
4.5.3 perform the Services to the satisfaction of the Customer, YourRepair and the Customer’s representatives (for example, the Customer’s letting agent);
4.5.4 perform the Services with the highest level of care, skill and diligence exercised by competent and experienced traders of a similar nature and in accordance with best practice in the Supplier's industry or trade;
4.5.5 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
4.5.6 use best endeavours to ensure that, in carrying out the Services, no damage is caused to any part, surfaces, construction or fabric of the property where the Services are being carried out and the Supplier shall bear the cost of any repair, reinstatement and redecoration arising out of any damage caused by the Supplier or by its negligence;
4.5.7 ensure that the Services will conform with these Conditions, with all laws and with all descriptions, standards and specifications set out in these Conditions and as notified by YourRepair from time to time, and that the Deliverables shall be fit for any purpose that YourRepair expressly or impliedly makes known to the Supplier and as implied by law and in compliance with these Conditions;
4.5.8 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
4.5.9 use good quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to YourRepair, will be free from defects in workmanship, installation and design;
4.5.10 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
4.5.11 comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services;
4.5.12 observe all health and safety rules and regulations and any other security requirements that apply at any Customer property;
4.5.13 carry out all checks and risk assessments necessary and notify YourRepair immediately of any work the Supplier cannot legally and safely carry out;
4.5.14 notify YourRepair immediately in writing in the event that the Supplier is unable to obtain such parts or materials as are necessary to provide or to complete the Services (or both), within 48 hours of the Commencement Time;
4.5.15 manage the acceptance, booking and completion of all Contracts using the Portal;
4.5.16 keep the Portal up to date with accurate appointment dates once confirmed with the Customer;
4.5.17 immediately mark the Portal with “Unable to Contact” in the event that the Supplier is unable to make contact with a Customer to arrange an appointment after 3 attempts, one such attempt to be by email or by text to the Customer;
4.5.18 ensure that a person over the age of 18 is present at the Customer’s property at all times while the Supplier is in attendance;
4.5.19 complete gas safety certificates as required by law and make such additions and amendments as required by YourRepair within 7 days and at no extra cost;
4.5.20 hold all materials, drawings, specifications and data supplied by YourRepair to the Supplier (YourRepair Materials) in safe custody at its own risk and not dispose or use YourRepair Materials other than in accordance with YourRepair's written instructions or authorisation; and
4.5.21 not do or omit to do anything which may cause YourRepair to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that YourRepair may rely or act on the Services.
4.6 The Supplier shall act in good faith towards YourRepair.
4.7 At and during the Relevant Time the Supplier shall not:
4.7.1 promote products or services that are or may be competitive to those of YourRepair;
4.7.2 canvass, solicit or otherwise seek the custom of any Customer or customer of YourRepair, or any of its Group Companies, with a view to providing goods or services to them in competition with YourRepair or any of its Group Companies;
4.7.3 induce or attempt to induce any Customer or customer of YourRepair or any of its Group Companies to cease or refrain from conducting business with, or to reduce the amount of business conducted with, or to vary adversely the terms upon which it conducts business with, YourRepair or any of its Group Companies, or do any other thing which is reasonably likely to have such an effect; or
4.7.4 have any business dealings with any Customer or customer of YourRepair or any of its Group Companies in connection with the provision of goods or services to them in competition with YourRepair or any of its Group Companies.
4.8 The Supplier warrants that the Services and all Deliverables (including parts and materials) shall be free from defects for a period of 12 months from delivery of the Services and the Deliverables.
5. YOURREPAIR REMEDIES
5.1 If the Supplier fails to perform the Services or comply with these Conditions by the applicable times and dates, YourRepair shall, without limiting or affecting other rights or remedies available to it, have the following rights:
5.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
5.1.2 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
5.1.3 to recover from the Supplier any costs incurred by YourRepair in obtaining substitute services from a third party; and
5.1.4 to deduct and to claim damages for any additional costs, loss or expenses incurred by YourRepair which are in any way attributable to the Supplier's failure to meet such times and dates.
5.2 In the event that the Supplier does not comply with clause 4.3 or clause 4.4 above (or both clauses), YourRepair may:
5.2.1 terminate the Contract immediately (with or without notice);
5.2.2 allocated the work to another supplier; and
5.2.3 claim or deduct a fee of £65 by way of liquidated damages
and YourRepair shall not be liable to make any payment to the Supplier for any Services provided pursuant to the Contract.
5.3 If the Services are not performed on the date agreed with the Customer, or the Supplier fails to attend an appointment arranged with a Customer on the day arranged with the Customer, YourRepair may, at its option, claim or deduct £65 from the Supplier by way of liquidated damages.
5.4 If the Supplier has supplied Services that do not comply with the requirements of clause 4.5.7 then, without limiting or affecting other rights or remedies available to it, YourRepair shall have the following rights:
5.4.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
5.4.2 to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
5.4.3 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
5.4.4 to recover from the Supplier any expenditure incurred by YourRepair in obtaining substitute services or deliverables from a third party; and
5.4.5 to claim damages for any additional costs, loss or expenses incurred by YourRepair arising from the Supplier's failure to comply with clause 4.5.7.
5.5 In the event of any breach of clause 4.7 by the Supplier, without prejudice to any other remedy it may have under these Conditions or otherwise, YourRepair shall be entitled to deduct from any sums due to the Supplier a sum equivalent to 2.5 times the annual income from any customers of YourRepair, or any of its Group Companies, which YourRepair reasonably believes have terminated their contract with YourRepair, or any of its Group Companies, as a result of the Supplier’s breach(es).
5.6 These Conditions shall extend to any substituted or remedial services provided by the Supplier.
5.7 YourRepair's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
6. YOURREPAIR'S OBLIGATIONS
6.1 YourRepair aims to pay supplier’s invoices on the Friday immediately following the expiry of 14 days from submission of an accurate and properly completed Supplier’s job sheet in accordance with clause 7.11 and these Conditions.
6.2 YourRepair shall provide such necessary information for the provision of the Services as the Supplier may reasonably request.
7. CHARGES & PAYMENTS
7.1 The Charges for the Services shall be the hourly rate and materials mark-up agreed by YourRepair and the Supplier at or following registration of the Supplier with YourRepair, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of all Services provided under all Contracts thereafter. Unless otherwise agreed in writing by YourRepair, the Charges shall be inclusive of every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
7.2 In the event that the Supplier wishes to increase its Charges then it must give not less than 30 Business Days written notice of all such increases to YourRepair. The Suppliers’ increased Charges shall only apply to future Contracts following the Supplier receiving written acceptance of those increases from YourRepair. In the absence of such written acceptance from YourRepair the Charges shall remain unchanged.
7.3 YourRepair shall only be liable to pay the Supplier for its time properly incurred and Materials relating to:
7.3.1 correct and complete fault diagnosis; and
7.3.2 completed services, gas safety inspections or repairs in accordance with these Conditions including the applicable and necessary Deliverables
provided that the Services are completed in accordance with these Conditions following correct and complete fault diagnosis.
7.4 YourRepair shall not be liable to pay for travel time, expenses, parking or time spent attending the Customer in the event that the Customer is not at the property to allow access to the Supplier.
7.5 YourRepair is not liable to pay any Charges for works which the Supplier is unable to carry out by reason of lack of access, risk or for any reason.
7.6 YourRepair shall only be liable to pay a maximum of one hour for diagnosis which should include any repair that can also be completed within the hour. For any additional time and parts, prior authorisation must be given by YourRepair in writing or by an increase in the limit agreed and then shown on the Portal. In the event that work is carried out by the Supplier without prior written approval from YourRepair, then YourRepair shall not be liable to pay any Charges or for any Deliverables in respect of such unauthorised work or materials.
7.7 Subject to prior authorisation by YourRepair in writing (or via the Portal), YourRepair shall pay for a maximum of 1 hour of the Supplier’s time for draining a central heating system in full or in part (but not a central heating pump or a part/appliance that can be isolated).
7.8 In the event that any Order includes a boiler service or landlord gas safety inspection with any other Service or Services, then the Charges for the service shall be capped at £20.
7.9 In the event that the Supplier is able to assist a Customer to remedy a fault reported by a Customer (being the subject of an Order) without attending the Customer’s property then the Charges shall be capped at £20.
7.10 YourRepair shall not be liable to pay any rate other than the Supplier’s standard agreed hourly rate in respect of Services provided outside of normal business hours without the prior written authorisation of YourRepair and in an emergency situation.
7.11 All parts and materials supplied by the Supplier shall be standard parts commonly used in the industry and purchased from a reputable specialist heating supplier. YourRepair shall not be liable for the cost of a “like for like” replacement part to the extent that the cost of that replacement part exceeds the cost of an equivalent standard part.
7.12 By no later than 11.59 pm on the date of the provision of the Services, the Supplier shall submit to YourRepair a complete and accurate job sheet (in the form and using the method required by YourRepair from time to time). In the event that the Supplier submits an accurate and complete job sheet in accordance with this clause and these Conditions:
7.12.1 after 11.59 pm on the date of provision of the Services, but within 5 Business Days of the date of the provision of the Services (excluding the date of provision of the Services), YourRepair may claim or deduct a fee of £30 by way of liquidated damages;
7.12.2 later than 5 Business Days of the date of the provision of the Services (excluding the date of provision of the Services), or the Supplier fails to submit an accurate and complete job sheet in accordance with this clause and these Conditions, then, given the likely damage, cost and expense to YourRepair, and without prejudice to YourRepair’s other remedies under these Conditions or in law, YourRepair shall not be obliged to pay any sum to the Supplier in respect of the Services.
7.13 Each job sheet shall include such supporting information required by YourRepair to verify the accuracy of the job sheet.
7.14 YourRepair shall have the right to check all job sheets with the Customer either as part of a specific check on a job sheet or as part of random checks.
7.15 Upon receipt of the job sheet, YourRepair will check the job sheet and raise the Supplier’s invoice on the Supplier’s behalf.
7.16 In consideration of the supply of the Services by the Supplier, YourRepair shall pay the invoiced amounts within 30 days of the date of a correctly rendered job sheet to a bank account nominated in the portal by the Supplier.
7.17 All amounts payable by YourRepair under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to YourRepair, YourRepair shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.18 If YourRepair fails to make a payment due to the Supplier under the Contract by the due date, then YourRepair shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.17 will accrue each day at 2% a year above the Bank of England's base rate from time to time.
7.19 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow YourRepair to inspect such records at all reasonable times on request.
7.20 YourRepair may at any time, without notice to the Supplier, set off any liability of the Supplier to YourRepair against any liability of YourRepair to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by YourRepair of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
7.21 In the event that a job sheet is inaccurate or defective, YourRepair shall be entitled to deduct from the Charges £30 in respect of its reasonable administration charges to reflect the time and cost in considering, investigating, amending and administering the job sheet.
8.1 The Supplier shall indemnify YourRepair against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by YourRepair arising out of or in connection with:
8.1.1 any claim brought against YourRepair for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding YourRepair Materials);
8.1.2 any breach of these Conditions or any Contract by the Supplier; and
8.1.3 any claim made against YourRepair by a third party arising out of, or in connection with, the supply of the Services.
8.2 This clause 8 shall survive termination of the Contract.
9. INSURANCE & QUALIFICATIONS
9.1 The Supplier shall maintain in force, with a reputable insurance company, public liability insurance to cover the liabilities that may arise under or in connection with the Services (with not less than £1M of cover).
9.2 The Supplier shall maintain in force, for itself and all persons supplying Services on its behalf, all qualifications and certification necessary to complete the Services.
9.3 Upon accepting any offer of Services from YourRepair, the Supplier warrants to YourRepair that it has in place the insurance, qualifications and certifications (a) necessary to complete the Services and (b) as required by these Conditions.
9.4 The Supplier shall immediately, on YourRepair's request, produce:
9.4.1 both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance; and
9.4.2 copies of all qualifications and certificates.
10. INTELLECTUAL PROPERTY
The Supplier shall not use any YourRepair branding including, without limitation, its trademarks, without the written consent of YourRepair.
11. CONFIDENTIALITY & DATA PROTECTION
11.1 The Supplier shall:
11.1.1 comply with all applicable requirements of the Data Protection Legislation;
11.1.2 treat information regarding Customers as confidential;
11.1.3 not share information regarding Customers; and
11.1.4 use information regarding Customers only insofar as is necessary in performing the Services.
11.2 Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
11.2.1 process that personal data only on the documented written instructions of YourRepair;
11.2.2 ensure that it has in place appropriate measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
11.2.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
11.2.4 not transfer any personal data outside of the European Economic Area;
11.2.5 assist YourRepair in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation;
11.2.6 notify YourRepair without undue delay on becoming aware of a personal data breach or Complaint in relation to Customer data;
11.2.7 at the written direction of YourRepair, delete or return personal data and copies thereof to YourRepair on request unless required by law to store the personal data; and
11.2.8 indemnify YourRepair against any loss or damage suffered by YourRepair in relation to any breach by the Supplier of its obligations under this clause.
11.3 YourRepair does not consent to the Supplier appointing any third party processor of personal data under this agreement.
12. SUPPLIER’S RECORDS
12.1 The Supplier shall maintain and keep accurate and legible written records of:
12.1.1 the Supplier’s compliance with Conditions 9 and 11 above;
12.1.2 purchases of all Deliverables (including materials and parts) in relation to the provision of Services (including the VAT receipt); and
12.1.3 all Services (including job sheets and records of time spent)
for a period of not less than 7 years from the completion of the Services.
12.2 The Supplier shall provide copies to YourRepair immediately upon request at the Supplier’s cost and shall, upon written request, permit YourRepair to have full access to all such records.
12.3 YourRepair shall not be liable to pay for any Deliverables (including materials and parts) in respect of which the Supplier fails to provide a copy (or original) purchase receipt upon request from YourRepair.
13.1 Without limiting or affecting any other right or remedy available to it, YourRepair may terminate the Contract:
13.1.1 with immediate effect by giving written notice to the Supplier if:
(a) in YourRepair's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
(b) the Supplier commits a breach of clause 4.5.11; or
(c) the Supplier is more than 1 day late for an appointment with a Customer to provide the Services; or
13.1.2 for convenience by giving the Supplier 2 days' written notice.
13.2 Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 3 days after being notified to do so.
14. CONSEQUENCES OF TERMINATION
14.1 On termination of the Contract for any reason, the Supplier shall immediately deliver to YourRepair all Deliverables whether or not then complete, and return all YourRepair Materials. If the Supplier fails to do so, then YourRepair may enter the Supplier's property and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
14.2 Termination 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, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
15. CUSTOMER COMPLAINTS AND RECALLS
15.1 In the event of any Complaint the Supplier shall:
15.1.1 contact the Customer within 1 Business Day;
15.1.2 resolve the Complaint directly with the Customer; and
15.1.3 attend at the Customer’s property and carry out all remedial work necessary at its own cost by no later than the end of the second Business Day after receipt of the Complaint.
15.2 In the event that the Supplier is not willing or able to fully resolve the Complaint within a reasonable timescale, YourRepair shall resolve the Complaint and the Supplier shall reimburse YourRepair all reasonable costs and expenses in doing so. All payments in relation to the Services shall be suspended for such time as any Complaint is not resolved to the satisfaction of the Customer and YourRepair.
15.3 In the event that, within 30 days of the Commencement Time, the Customer reports that the fault the subject of the Services has not been fully fixed or has re-occurred (in part or in full), then the Supplier shall attend at the Customer’s property and carry out all remedial work necessary at its own cost by no later than the end of the second Business Day following notification of such to the Supplier. In the event that the Supplier is not willing or able to fully resolve the fault within the said timescale, YourRepair shall resolve the fault and the Supplier shall be liable to pay and reimburse to YourRepair all reasonable costs and expenses in doing so. All payments in relation to the Services shall be suspended for such time as any such issue is not resolved to the satisfaction of the Customer and YourRepair.
16. NO PARTNERSHIP OR AGENCY
16.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.3 The Supplier acknowledges and agrees that it is not an employee, worker, agent or partner of YourRepair and shall not present itself as such.
16.4 The Supplier shall be responsible for all tax and national insurance contributions in respect of the Services.
16.5 YourRepair is under no obligation to request any Services from the Supplier at any time. The Supplier is under no obligation to accept any request for Services from YourRepair but shall be obliged to complete all relevant services in accordance with these Conditions once accepted.
17.1 Assignment and other dealings.
17.1.1 YourRepair may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
17.1.2 The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of YourRepair.
17.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.2.2.
17.2.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.2.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
17.3 Entire agreement. 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.
17.4 Variation. YourRepair may vary these Conditions from time to time by giving the Supplier not less than 10 Business Days written notice. In the event that the Supplier does not wish to accept the new amended Conditions then the Supplier must give notice to YourRepair in writing before the expiry of the 20 Business Days notice from YourRepair, failing which the Supplier shall be deemed to accept the amended Conditions. Upon receipt of the Supplier’s notice, the Supplier shall be removed from the YourRepair list of suppliers and no further Orders will be issued to the Supplier.
17.5 Waiver. 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. 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.
17.6 Severance. 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 clause 17.6 shall not affect the validity and enforceability of the rest of the Contract.
17.7 VAT. The Supplier shall register for VAT immediately that it is required to do so. In the event that the Supplier is not registered for VAT but meets the threshold requiring it to become registered then it shall notify YourRepair immediately.
17.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall 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 sent by email to the Supplier at the address provided to YourRepair in accordance with clause 2.
17.8.2 A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; if sent by or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.8.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
17.8.3 This clause 17.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
17.9 Third party rights.
17.9.1 Unless it expressly states otherwise, 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.
17.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
17.10 Governing law and jurisdiction. The 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 construed in accordance with the law of England and Wales. 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.
Attendance time - within two hours
What is an emergency repair?
Plumbers - A sudden and unforeseen escape of water or uncontrollable water leak that would cause further damage to the Customer’s property if left un-attended
Electricians – Complete loss of power at Customer’s property
Locksmiths – Customer is completely locked out of the house
Glaziers – Boarding up the Customer’s property when it is not secure
Attendance time - within one working day
What is an urgent repair?
Gas engineer – Customer has no hot water
Gas engineer – Customer has no heating during the winter months (September to February).
When you log in, configure and/or use TradeHelp Office or the TradeHelp App (the ‘Software’), we collect information from you in order to help configure your Software to the best effect for you, to support and contact you in connection with your use of the Software and connected benefits, and to inform you about products or services which we think may be of interest to you.
We are the data controller responsible in respect of the information collected about you as a user of the Software and, unless we are legally required to do so, we will not share your data with third parties without your express consent save that by registering via YourRepair you agree that we will share details of your use of the membership benefits with YourRepair to enable them to understand the benefit their engineers obtain from the TradeHelp affiliation. You have the right to request a copy of the information that we hold about you. If you would like a copy of some or all of your personal information, please email us at firstname.lastname@example.org. There may be a small charge for this service. Please let us know if the personal information which we hold about you needs to be corrected or updated.
Save for information relating to any TradeHelp finance quote, we are only a data processor in respect of the information collected by you through the Software. Such data is encrypted and transmitted to secure cloud/server storage and is not used by us other than to assist you with any enquiries or data retrieval. Your customer data remains within your control and responsibility, as does the requirement to inform each customer (in accordance with current data protection law) of the manner in which you will use and store their information.
Information entered into the Software for the purposes of a TradeHelp finance quote will be processed by us in the event that the customer wishes to proceed with an application for finance and solely in order to assist such customers with any desired finance application and related installation. You must ensure that you explain to each customer (in accordance with current data protection law and your training) the manner in which we will use and store their information. It is not permissible to use this customer data for any purposes other than in connection with providing the requested quote and fulfilling any agreed related works, unless written consent to such other purpose has been obtained from the customer.
When you take advantage of the Service Plan Tool within TradeHelp Office, or any of the benefits of the free TradeHelp Buying Group, please see the relevant section below for additional terms which apply in this respect.
When you first access TradeHelp Office you will be undertaking a free trial of the subscription software TradeHelp Office PRO or HEATPRO. No payment details are taken for any free trial. If you choose not to provide payment details in order to continue with the subscription after the free trial, your account will automatically revert to the basic, free of charge, TradeHelp Office package. This free version allows you to manage customers and appointments, to view any documents created in TradeHelp Office PRO or HEATPRO during your trial or any paid-for subscription period, and to view all documents created on the TradeHelp app (which remains fully free to use at all times).
We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information and any data entered into or provided by the Software. However, you acknowledge that the transmission of information over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet. You are responsible for keeping any password and other login details confidential.
Service Plan Tool (‘SPT’) terms (applicable if you choose to create customer service plans through TradeHelp Office)
The service plans which can be set up through the SPT are contracts which allow your customer to spread their payment for the annual service of their boiler, and (in the case of the boiler and heating system care options) for some specific labour and parts costs which may reasonably be expected to arise in each year. You should configure the prices of your plans on each occasion, to reflect the expected cost to you of carrying out the work described in the plan.
Where you set up a service plan agreement via TradeHelp Office you agree that we will be entitled to deduct the Fees shown on screen (also shown as App Fees on the connected direct debit portal) from each monthly customer payment. This is in consideration for our provision of the SPT functionality in accordance with these terms and conditions.
When entering into a contract with a customer for a service plan you must ensure that you are fully aware of all the relevant laws, regulations and codes of conduct that may be applicable to selling these contracts to consumers, including where relevant such laws, regulations and codes of conduct that may be applicable to selling off trade premises. We cannot be responsible or liable for any failure by you to comply with the law.
Whilst the Software offers an integrated payment solution for service plans with GoCardless, this is simply a display of information available directly from GoCardless. We are not responsible for the management of payments by GoCardless, and any payment issues should be raised directly with them. We also have no control over whether GoCardless will permit any given individual to set up a GoCardless account and, if your account application is refused, we will unfortunately not be able to influence this decision or provide the integrated payment solution for you. In the event that your GoCardless application is refused you will still be able to create and setup service plans but you will be responsible for independently arranging payment with your customer by an alternative means.
Where you choose to offer a smart plan to a customer, we are a data controller of any boiler and controls monitoring data provided by the SPT and will share this with you and your customer solely for the purposes of enabling you to provide your customer with the services as detailed in their Plan(s).
Any monitoring data provided by the SPT is based directly on the data received from your customer’s product/s, via third party systems and services, and we take no liability for the accuracy, completeness or timeliness of the data provided. The monitoring data is provided for information only, potentially to assist in the diagnosis and resolution of customer heating issues. It is not intended as an emergency or time critical notification system, and should not be viewed as such.
You will be unable to access monitoring data for your customers through the SPT if your customer has not completed their service plan agreement and the process of providing their consent directly to the provider of that data (or has cancelled their agreement or revoked their consent). You will be notified through the SPT of the status of the customer’s consent but we take no liability for any failure by a customer to complete an agreement or provide consent, or any cancellation or revocation of consent by a customer. In the event that a customer with a monitoring agreement fails to provide or revokes their consent, it is your responsibility to ensure that the customer is moved onto a non-monitoring service plan agreement.
You will be unable to access monitoring data for your customers through the SPT if the customer’s product/s have lost connection with the WiFi at the property. In the event of a loss of connection, the SPT will automatically notify the customer by email after approximately 48 hours of lost connection and, if connection is not fully restored, then again after approximately 7 days. If the connection remains broken after 7 days, the SPT will notify you of the position.
Buying Group terms (applicable if you choose to take advantage of the free Buying Group)
Membership entitles you to access discounted business support services, discounted merchant prices and (where available) manufacturer cash back.
By registering you agree that, if you wish to take advantage of discounted merchant prices and manufacturer cash back, we will use your contact information (name, company name, address, telephone and email) to request from your Supplier/s (as selected or named by you when setting up or personalising your account) spend reports detailing the products and/or services purchased by your organisation from your Supplier/s, the volume purchased and the price at which these were purchased (the ‘Spend Reports’).
The first request from TradeHelp to your Supplier/s for a Spend Report shall relate to any and all purchases by your organisation from your Supplier/s during the 6 months prior to and including the date of your signature to this document, followed by requests for this Spend Report from your Supplier/s in respect of each month of your Buying Group membership going forwards. By signing below you are authorising your Supplier/s to provide the above information to TradeHelp for the purposes described below.
If we are unable to obtain a Spend Report from your Supplier/s, we will contact you for assistance in obtaining any further information required to facilitate this, or to ask you to scan across relevant invoices to us.
Whilst in our possession, other than uses for the purposes of the Buying Group as set out below, we will maintain the confidentiality of any Spend Reports and information or invoices provided by you (the ‘Data’) and we will not share the Data with any third parties without your express consent.
We will use the Data for four purposes:
- To make claims to our manufacturer and/or merchant (if applicable) partners for cash back based on your purchases of qualifying products. The list of qualifying products and the cash back or discounts available to you from such claims is subject to change at any time without notice; you may obtain an up to date list at any time by contacting email@example.com. Please note that the payment out by these partners of any such claims is entirely in the partner’s discretion, and may be disallowed or reduced by the partner by reason of any direct contractual arrangements between your organisation and the partner or any promotional offers in place at the time of your initial purchase. We cannot therefore guarantee the payment out of any given sums. We also cannot make any payment out to you unless we are first in funds from the partner. Please note that the administration of claims generally takes up to 3 months from claim to receipt of funds.
- To configure your software account with your Data, to improve the accuracy of the prices and options displayed.
- To apply for and provide you with a bespoke cash account number with any merchant as may be agreed with you, enabling you to access the discounted price list negotiated by TradeHelp for our Buying Group members. Credit accounts with discounted TradeHelp terms may also be applied for on request.
- To price check the amounts charged to you, in order to verify that merchants are correctly applying the Buying Group terms , and to share the cost of parts for YourRepair jobs only with YourRepair.
General terms (continued)
You must not use the Software in any way that causes, or may cause, damage to the Software or impairment of the availability or accessibility of the Software; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must not use the Software to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to the Software without our express written consent.
Access to certain areas of the Software may be restricted. We reserve the right to restrict access to other areas of the Software, or indeed the whole Software, at our discretion.
It is your responsibility to ensure that your log-in and password are kept confidential. You must notify us in writing immediately if you become aware of any unauthorised use of your account or password. You are responsible for any activity on the Software arising out of any failure to keep your user ID or password confidential and may be held liable for any losses arising out of such a failure. You must not use any other person's user ID and password to access the Software, unless you have that person's express permission to do so. We may disable your user ID and password at any time in our sole discretion with or without notice or explanation.
We do not warrant the completeness or accuracy of the information published on the Software; nor do we commit to ensuring that the Software remains available or that the material on the Software is kept up to date. Whilst we provide access through the Software to document pro formas and example terms and conditions, we are not qualified to provide any technical or legal advice and take no liability for the accuracy or completeness of any documents or content within or produced by the Software.
It is your responsibility to ensure that any use you make of the Software is lawful. It is also your responsibility to ensure that any data entered into the Software under your log-in is recorded, protected and used in accordance with the most recent data protection law.
You agree that in respect of any personal customer data that you process, you will:
not use any personal data obtained from any customer for any other purpose than that which is necessary for the purposes of the provision of products or services requested by a customer, has been notified to the customer, and for which the customer has agreed in writing;
take appropriate technical and organisational measures to guard against unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data;
take all reasonable steps to ensure the integrity and reliability of, and observance of these requirements by, any employees or other individuals acting on your behalf;
ensure that once any personal data obtained from customers is no longer required for the purposes requested by a customer, it is destroyed or otherwise disposed of securely and in accordance with good data handling principles.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to the Software and the use of the Software (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
To the extent that the Software and the information and services on the Software are provided free of charge, we will not be liable for any loss or damage of any nature.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
The full name of our company is TradeHelp Ltd.
We are registered in England and Wales under registration number 03712438.
Our registered address is Marchwiel Centre, Bryn Lane, Wrexham Industrial Estate, LL13 9UT.
Our VAT number is 163536702.
Our data protection registration number is ZA013059.
Our consumer credit licence number is 697812.
You can contact us by email at firstname.lastname@example.org.