1. INTERPRETATION
1.1 The Schedule forms part of these Conditions.
1.2 The following definitions apply in these Conditions.
Definitions:
Business Day | a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. |
Charges | the charges payable by YourRepair for the supply of the Services in accordance with clause 7 (Charges and payment). |
Commencement Date | has the meaning given in clause 3.2. |
Complaint | any indication from a Customer that they are not completely satisfied with the Services. |
Conditions | these terms and conditions as amended from time to time in accordance with clause 17.4. |
Contract | the contract between YourRepair and the Supplier for the supply of Services in accordance with these Conditions. |
Customer | 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. |
Deliverables | all documents, products and materials supplied by the Supplier as part of or in relation to the Services. |
Group | 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. |
Order | 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. |
Portal | the YourRepair Engineer Portal. |
Relevant Time | means: |
Services | the services, including any Deliverables, to be provided by the Supplier under the Contract, as set out in the Specification. |
Specification | the description or specification for the Services agreed in writing by YourRepair and the Supplier. |
Supplier | the person, partnership, company or entity from whom YourRepair purchases the Services. |
YourRepair | 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. |
YourRepair Materials | 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. INDEMNITY
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 &nbs
