Terms and Conditions

Terms and Conditions for our Service Agreement and Repairs

HIU Service provide a Service Agreement for Heat Interface Units (HIU’s) offering an annual inspection and repair service, as well as one-off annual services and one-off repairs. All service agreements are subject to an annual fee and excess per repair.

 1. Definitions and Interpretation

1.1 In these Conditions, the following definitions apply:

Annual Service:  means our examination of your HIU or hydraulic interface unit that supplies heat to your home. This includes an operational safety check and any maintenance identified by this annual service that we consider necessary to carry out, subject to the limitations and exclusions set out in this agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.8.

Contract: the contract between HIU Service and the Customer for the sale and purchase of the Goods and/or Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods and/or Services from HIU Service.

Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.

Deliverables: the deliverables set out in the Service Specification.

Excess: a fixed charge of £100.00 inclusive of VAT payable upon reporting a repair where you have a Service Agreement in place.

Force Majeure Event: has the meaning given in clause 14.

HIU: HIU means the domestic HIU in your home which supplies your home with heat and/or hot water by the means of distributed heated water. This HIU may include a standard time clock or programmer; room thermostat; cylinder thermostat; frost thermostat; circulating pump; thermostatic radiator valves.

HIU Service Record: means a record of the Annual Service carried out and issued to the Customer.

Invoice: an invoice from HIU Service for the Goods

Order Acknowledgement: an acknowledgement of an order for Goods and/or Services sent by HIU Service to the Customer.

Repair Call Out Charge: a fixed charge of £225.00 inclusive of VAT for up to 3 hours of labour in attending to investigate and/or carry out a repair.

Service Agreement: the services, including the Deliverables, supplied by HIU Service to the Customer as set out in the Services Specification which provide an annual period of 12 months beginning on the Start Date.

Services: the services, including the Deliverables, supplied by HIU Service to the Customer as set out in the Services Specification.

Services Specification: any description or specification for the Services provided in writing by HIU Service to the Customer as described on the HIU Service Website or Order Acknowledgement.

Start Date: the start of the provision of our services for a period of 12 months as set out in an Order Acknowledgement.

HIU Service: Unperplexed Limited (registered in England and Wales with company number 11739762) whose registered office is at Carlton House, Grammar School Street, Bradford, West Yorkshire, United Kingdom, BD1 4NS.

the HIU Service Website: the website at www.hiuservice.co.uk

1.1 In these Conditions:

1. reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
2. reference to a party includes its personal representatives, successors or permitted assigns
3. reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted
4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms
5. reference to writing or written includes e-mails

2. Basis of contract

2.1          These Conditions apply to the Contract to the exclusion of any other    terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2          Any order shall only be deemed to be accepted when HIU Service issues an Order Acknowledgement, despatches the Goods, provides the Services, or issues an Invoice, at which point the Contract shall come into existence.

2.3          Any Service Agreement shall only be deemed to be accepted when HIU Service has completed an initial inspection of the HIU and have accepted it as suitable for servicing and maintenance.

2.4          The Contract constitutes the entire agreement between the parties and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of HIU Service which is not set out in the Contract.

2.5          Any samples, drawings, descriptive matter, or advertising produced by HIU Service or on the HIU Service Website and any descriptions or illustrations contained on the HIU Service Website are produced for the sole purpose of giving an approximate idea of the Goods and/or Services described. They shall not form part of the Contract or have any contractual force.

2.6          A quotation for the Goods and/or Services given by HIU Service shall not constitute an offer. A quotation shall be valid for a period of 30 days only from its date of issue.

2.7          All contracts made between HIU Service and the Customer after the first Order Acceptance, Goods or Invoice sent by HIU Service to the Customer shall be deemed to include these Conditions whether or not these Conditions are specifically referred to.

2.8          All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Provision of Services; including Service Agreement and Repairs

3.1          HIU Service shall use all reasonable endeavours to meet any performance dates for the Services specified in the HIU Service Website, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.2          HIU Service reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and HIU Service shall notify the Customer in any such event.

3.3          HIU Service warrants to the Customer that the Services will be provided using reasonable care and skill.

 

4. Service Agreement

4.1          HIU Service shall supply the Services to the Customer in accordance with the Service Specification and Annual Service in all material respects.

4.2          Our Service Agreement provides annual servicing and maintenance for your HIU to the extent specified in your Order Acknowledgement. This is provided for an annual fee and Excess per repair.

4.3          We will carry out an initial inspection of your HIU prior to providing any repair cover to you. It is therefore important you provide access to allow us to carry out the initial inspection at the earliest opportunity. Your initial inspection will:

1. ensure we can provide an Annual Inspection and other repairs necessary. We apply limitations on the age and/or makes of HIU’s we can support.
2. be carried out within 28 days from the start date unless we are unable to meet this timescales due to reasons outside our control, including but not limited to; your availability, your failure to communicate with us, adverse weather conditions and excessive increases in repair volumes.
3. be carried out only where the HIU is accessible and any personal belongings or other equipment is removed to provide safe access.

4.4          If we deem that your HIU is not suitable for servicing and maintenance under this Contract we shall cancel your agreement and refund the money you have paid under the contract.

4.5          If we identify during our initial inspection any existing issues that require fixing before we can provide a Service Agreement we shall provide a quotation where possible or provide you the opportunity to arrange a repair elsewhere. You must notify us within 14 days whether you are accepting our quotation or have had repairs carried out elsewhere. If we do not receive information from you, we shall cancel your agreement and refund the money you have paid under the contract.

4.6          Where a repair has been carried out on a HIU it must pass a further initial inspection before we can agree that it is suitable for servicing and maintenance under this contract. If we deem the work carried out is not satisfactory, we shall cancel your agreement and refund the money you have paid under the contract.

4.7          Once we have carried out an initial inspection of your HIU and have accepted as suitable for servicing and maintenance under the Contract we will carry out an Annual Service that will include any maintenance of the HIU which is necessary to provide a functioning HIU until your next annual service.

4.8          We may not carry out an initial inspection at our discretion if you are renewing a Service Agreement after the initial 12-month period has elapsed.

5. Annual Service

5.1          Following an acceptance of the initial inspection, or where only an Annual Service is detailed on the Order Acknowledgement, we shall then carry out an Annual Service, which may occur at the same time as the initial inspection.

5.2          If you have a Service Agreement then your Annual Service must take place for you to have access to our 24/7 helpline through which we provide repairs support.

5.3          Your Annual Service shall include:

1. a test of the functionality and safety of your HIU and other items covered under your Service Agreement.
2. if we have a concern over the functioning of your HIU we will investigate further which may include stripping down your HIU and other repairs we consider necessary to ensure you have an operational HIU.
3. if we consider it necessary, we may repair or replace any part and where we do so we shall use parts of a similar or standard specification.

6. Repairs

6.1          Where you do not have a Service Agreement a repair can be arranged. This will be subject to our Repair Call Out Charge which will need to be paid prior to an appointment being made.

6.2          The Repair Call Out Charge includes up to 3 hours labour for investigation and potential repair of the fault. This does not include any replacement parts or components.

6.3          Where a repair cannot be completed within 3 hours or requires replacement parts or components this will be advised to you either during the visit or shortly afterwards with a quotation provided. You may choose to proceed with this quotation or not.

6.4          We shall supply the Services to the Customer in accordance with the Service Specification and Annual Service in all material respects.

6.5          If you have a Service Agreement:

1. Should you experience problems following your Annual Service and before the end of the Service Agreement you will have access to a 24/7 helpline through which we will provide repairs support, except where an exclusion shall apply under this Contract.
2. All Repairs carried out under the Service Agreement are subject to an Excess, which is payable prior to an appointment being made.
3. Where a repair is included in our Service Agreement we shall carry out the repair, subject to any exclusions.
4. There is no limit to the number of repairs under the Service Agreement, except where repairs carried out under the Service Agreement in any 12 month period shall be capped at a maximum of £1,500 for labour and £400 for parts, inclusive of VAT. If the costs exceed this amount we reserve the right to cancel the Contract with immediate effect and notify you accordingly.

7. Customer’s Obligations

7.1 The Customer shall:

1. co-operate with HIU Service in all matters relating to the Services;
2. provide HIU Service, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by HIU Service to provide the Services;
3. provide HIU Service with such information and materials as HIU Service may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4. where applicable, prepare the Customer's premises for the supply of the Services;
5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6. comply with all applicable laws, including health and safety laws;
7. keep all materials, equipment, documents and other property of HIU at the Customer's premises in safe custody at its own risk, maintain the HIU Service Materials in good condition until returned to HIU Service, and not dispose of or use the HIU Service Materials other than in accordance with HIU Service written instructions or authorisation; and
8. comply with any additional obligations as set out in the Service Specification and the Goods Specification.

7.2          If HIU Services’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

1. without limiting or affecting any other right or remedy available to it, HIU Service shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the HIU Services’ performance of any of its obligations;
2. HIU Service shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the HIU Services’ failure or delay to perform any of its obligations as set out in this clause.

8. Exclusions to the Service Agreement and Repairs

8.1          We shall be responsible only for providing a service to the items named on the HIU Service website and within the Services Specification.

8.2          The service provided by us is limited to domestic HIU’s only that supply heat and hot water for domestic use by an individual property or home. This includes cover of any component or other equipment that is designed for use in commercial premises or part of a commercial heating system.

8.3          We specifically exclude from our Service and Repairs services:

1. any fault caused by the primary system from the plant room, including any fault with the isolation valves which provide a supply to the HIU and supply pipes; or
2. repairs to other parts of the heating or plumbing system which are outside of the originally supplied HIU, including radiators, underfloor heating manifolds, heating or hot water controls and other valves not located on the HIU; or
3. repairs caused by sludge, limescale or corrosion; or
4. devices such as magnetic filtration devices; or
5. chemical system or radiator flushes; or
6. works required to upgrade your HIU to meet current industry standards; or
7. defect repair works from the original installation or other repair which do not meet current industry best standards; or
8. pre-existing faults or problems under a Service Agreement repair; or
9. accidental damage; or
10. misuse of the HIU or other equipment that impacts the HIU; or
11. metering and associated charging systems which may be connected to the HIU; or
12. repairs under the Service Agreement required as a result of flood, storms, freezing, lightning, fire, accident, explosion, subsidence or other structural changes; or
13. repairs to reset or alter equipment settings, such as timer settings.

8.4          Our Service Agreement does not include any repair that is needed as a result of design fault or faults or defects that existed before you entered into the Contract but which we could not (using reasonable skill and care) identify at the initial inspection, but which, if identified, would have required to have been rectified by you under this agreement.

8.5          We shall under no circumstances be responsible for the replacement of your HIU under a Service Agreement.

8.6          We will not repair or replace any non-standard components, other decorative components or parts which includes any non-removable enclosures or boxing. If a repair is carried out to replace what we deem to be a non-standard components these will be replaced with standard components unless you pay us the additional cost required to use non-standard components.

8.7          We are not responsible where they are unable to complete a repair or our obligations under the Service Agreement, where:

1. spare parts are not readily available through or approved suppliers; or
2. where the cost of carrying out the repair in our technical and professional opinion will exceed the residual value of the HIU due to its age and the availability of components and parts.

8.8          We are not legally responsible or liable to you in any way for damage to other property caused by a fault on your HIU, such as water damage following a leak and/or any redecoration or repair/replacement of any fixtures and fittings, surface or floor coverings required as a result of us attending your premises and/or carrying our any work. These matters are your responsibility unless directly caused by our negligence in providing our services to you under this Contract.

8.9          We will not carry out any repair or undertake other obligations under a Contract where these is a risk to the health, safety or wellbeing of our employees and shall not take place until we are satisfied that this has been resolved. This can include both physical and non-physical dangers, such as threatening or intimidating behaviours.

9. Appointments

9.1          All initial inspections and Annual Services shall be carried out at an agreed date and time between 0800 and 1300 and 1300 and 1700 on a Business Day and will be subject to our workforce availability.

9.2          All repair appointments shall be arranged following receipt of Payment of either the Excess under the Service Agreement or Repair Call Out charge.

9.3          All repair appointments shall be carried out at an agreed date and time between 0800 and 1300 and 1300 and 1700 on a Business Day and will be subject to our workforce availability except where there is an immediate and reasonably foreseeable risk to health, safety or damage to property when an appointment shall be attended at the earliest available opportunity.

9.4          To arrange any appointments we will make reasonable attempts contact you by phone, email, letter or SMS message using the information we have available. If we are unable to contact you we reserve the right to cancel the Contract and will notify you if we do so.

9.5          If you are not able to keep an appointment you should contact us at the earliest opportunity to let us know and arrange an alternative appointment.

9.6          We will make every effort to arrive on time but it is recognised that for reasons beyond our control we may be delayed and will contact you as soon as possible to arrange an alternative appointment.

9.7          You must provide us with reasonable access to your property to allow us to carry out our services under this Contract.

9.8          Access to the property must be provided by an adult of a minimum of 16 years of age where the property is in Scotland, or 18 years of age where the property is in England or Wales.

9.9          If we are unable to access your property on two or more appointments we shall cancel the repair and no refund shall be provided for any excess paid.

10. Price and payment

10.1          The price of the shall be set out in the Order Acknowledgement and on the HIU Service Website.

10.2          Any Service Agreement shall include an annual cost and a fixed excess payable prior to any appointment being made for a repair to be carried out. These are detailed in your Order Acknowledgement and is available through the HIU Service Website.

10.3          The charges for Services shall be calculated on a fixed contract or time and materials basis as follows:

1. the charges set-out in the HIU Service Website for a fixed price service or service agreement
2. the charges shall be calculated in accordance with HIU Services’ daily fee rates, as set out in the quotation
3. HIU Services’ daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days; and
4. HIU Service shall be entitled to charge an overtime rate of 150% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.1) on a quoted basis.

10.4          HIU Service reserves the right to increase the charges for the Services on an annual basis with effect from each anniversary of the Contract in line with the percentage increase in the Average Earnings Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be the latest available figure for the percentage increase in the Average Earnings Index.

10.5          The Customer shall pay the invoice in full and in cleared funds immediately. Payment shall be made by the payment options available on the HIU Service Website.

10.6          The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). HIU Service may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by HIU Service to the Customer.

11. Data Protection

11.1          Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

11.2          Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to HIU Service for the duration and purposes of the sale under these terms and conditions.

12. Termination and suspension

12.1          You or we may cancel this contract at any time by giving at least 28 days’ written notice.

12.2          We may cancel the contract immediately given written notice in the following circumstances

1. you provide false or misleading information in entering into a Service Agreement or requesting a repair
2. you fail to make payment in advance for a repair or service
3. spare parts are not readily available for us to continue to provide a service to your HIU (a pro-rata refund based on the period remaining of the Service Agreement shall be due in this circumstance)
4. in our technical and professional opinion the cost of carrying where the cost of carrying out repairs will likely exceed the residual value of the HIU due to its age and the availability of components and parts (a pro-rata refund based on the period remaining of the Service Agreement shall be due in this circumstance)
5. health, safety or wellbeing issues arise or identified which present a risk to our employees or contractors and prevent us from providing the services under this Contract
6. we are unable to access your property to carry out any work following two or more missed appointments

12.3          You may cancel without penalty during the 14-day cooling off period which commences on the date we issue your Order Confirmation and prior to the Annual Service. If you wish to cancel during this period you should notify us in writing by emailing expert@hiuservice.co.uk.

12.4          If this contact is terminated during the Service Agreement period and after an Annual Service or Repair, there is no refund in full or part for any unused period within the Service Agreement unless we are unable to fulfil our obligations through no fault of our own, in which case a pro-rata refund based on the period remaining of the Service Agreement shall be due

12.5          Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.

12.6          Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

13. Limitation of liability

13.1          Nothing in these Conditions shall limit or exclude the liability of HIU Service for:

1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
2. fraud or fraudulent misrepresentation; or
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
4. defective products under the Consumer Protection Act 1987; or
5. any matter in respect of which it would be unlawful for HIU Service to exclude or restrict liability.

13.2          Subject to clause 13.1:

1. HIU Service shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
2. the total liability of HIU Service to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods and/or Services.

13.3          HIU Service has given commitments as to compliance of the Goods and Services with relevant specifications. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.4          This clause 13 shall survive termination of the Contract.

14. Force majeure

14.1          Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

15. General

15.1          Assignment and other dealings.

15.2          HIU Service may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract provided that it gives written notice of such dealing to the Customer.

15.3          The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of HIU Service.

15.4          Notices.               

1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be sent by e-mail or pre-paid first-class post.
2. A notice or other communication shall be deemed to have been received: 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 e-mail, one Business Day after transmission.
3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.5          Severance.

1. 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 shall not affect the validity and enforceability of the rest of the Contract.
2. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.6          Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.7          Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

15.8          Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by HIU Service.

15.9          Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law.

15.10          Jurisdiction. Each party irrevocably agrees that the courts in England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).