Your contract

1. Green Tomato Energy Limited (referred to as “greentomatoenergy”, “us” or “the company”) shall provide the Goods and Services described in the Proposal to you (the “Client”) on the Terms and Conditions. Please pay particular attention to the Limitations on liability section of the Terms and Conditions.

2. Our Proposal and these terms constitute the entire agreement between you and greentomatoenergy. No variations shall be valid unless confirmed in writing by us. Special terms, if any, shall be specified in the Proposal. In the event of any ambiguity in interpreting the Proposal with these Terms and Conditions, these Terms and Conditions will prevail.

3. greentomatoenergy shall use all reasonable endeavours to provide the Goods and Services in accordance with the timetable specified in the Proposal but any such timetable is indicative only, and time shall not be of the essence for performance of the Services.

Definitions and interpretation

4. The following words and expressions shall have the following meanings:

“Client” , “you” means the individual or organisation to whom the Proposal is addressed;

“Goods” means all items supplied by greentomatoenergy as part of the Service;

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Proposal” means the documents issued by greentomatoenergy defining the goods and services to be provided and the price payable for those goods and services;

“Price” means the price specified in the Proposal or subsequently agreed, whether in writing or orally, between the parties;

“Services” means the services described in the Proposal;

“Terms and Conditions” means the terms and conditions set out herein and the Proposal;

Price and payment

5. In consideration of the provision of the Services by the Supplier, the Client shall pay the charges as set out in the Proposal. The Price and a schedule of payment are set out in the Proposal.  The Client is entitled to a two week "cooling off" period during which you are entitled to cancel the contract between us with no liability incurred by either of us.

6. All prices exclude VAT unless otherwise stated. Our payment terms, unless otherwise agreed are upon commissioning.

7. On amounts due but not paid, we reserve the right to charge interest at the statutory rate of two per cent. above the NatWest Bank plc base rate applicable at the time the payment was due, whichever is the higher.

8. We reserve the right to revise the Price if circumstances which will increase our costs arise. We will only incur these costs with your permission but work will not proceed until additional work and costs have been agreed.

9. No discounts on the Price or retentions of payment shall be made unless specifically agreed before an order is placed with greentomatoenergy.

Scope of work

10. The Services to be provided by greentomatoenergy are defined in the Proposal.

11. No Goods will be ordered or allocated for the Services until an order is placed with greentomatoenergy. We shall not be liable for any delay in any programme caused by the Client’s failure to place a confirmed order sufficiently early.

12. The Proposal is based on facts known at the time of its preparation including information supplied by the Client. Subsequent information and/or changes in circumstances may require the Services to be redefined.

13. An equitable adjustment shall be made to the Price and / or the programme if any change to the project or new information cause a significant change in the Services, costs and/or the time for delivery of the Services.

14. Our contract with you does not cover changes to your electricity metering arrangements or any consents or authorisations ( including any planning permissions) or any structural survey work for the installation of the system on your property. You are responsible for making these arrangements, obtaining any authorisations which may be required, and for paying any associated charges. We accept no liability whatsoever for unauthorised use of any system, or any delay to your programme caused by any changes to your electricity metering or failure to obtain any consents or authorisations which may be required.

Client’s obligations

15. You agree to:(a) co-operate with greentomatoenergy in relation to all matters relating to the Services; (b) provide us, our agents, subcontractors, consultants and employees, in a timely manner and at n o charge, with access to areas required by us to enable us to perform the Services, data, power, and other facilities (shelter, lavatory etc.) as reasonably required by us; (c) provide to us, in a timely manner, such documentation and information as we may reasonably require to provide the Services to a high standard and to ensure that all such information is accurate in all material respects; (d) be responsible (at your own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing us of all of your obligations and actions taken under this paragraph 15; (e) inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at any of your premises; and (g) obtain and maintain all necessary licences and consents, including any planning permission that may be required, and comply with all relevant legislation in relation to the Services.

16. If the performance of our obligations under these Terms and Conditions is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, greentomatoenergy shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

17. The Client shall be liable to pay to greentomatoenergy, on demand, all reasonable costs, charges or losses sustained or incurred by greentomatoenergy (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms and Conditions subject to greentomatoenergy confirming such costs, charges and losses to the Client in writing.

Intellectual property rights

18. Any Intellectual Property in the drawings, concepts or other materials that greentomatoenergy may provide to Client in connection with the Proposal shall remain the exclusive property of greentomatoenergy and the Client shall not, during or at any time after the expiry or termination of the contract, in any way question or dispute the ownership of any such rights of greentomatoenergy.

19. You agree that any new Intellectual Property that may arise in connection with the Proposal, or products belonging to greentomatoenergy, shall vest in greentomatoenergy. The Client hereby assigns to greentomatoenergy all rights in and to any such new Intellectual Property for the full duration of such rights, wherever in the world enforceable, and shall procure such an assignment from any employee, consultant or any other party who is involved with the contract. You agree to execute (or procure that the employee, consultant or any other party it shall involve with the contract executes) all documents and assignments and do all such things as may be necessary to perfect greentomatoenergy’s title to new Intellectual Property or to register greentomatoenergy as owner of all registrable rights.

20. Copyright in all outputs generated by greentomatoenergy in connection with the Services (such as drawings and reports) shall remain vested in greentomatoenergy and greentomatoenergy hereby licenses all such rights to the Client on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Services by the Client. greentomatoenergy shall not be liable for any use by the Client of any of the outputs for any purpose other than that for which they were prepared and provided.

Liability & indemnity

21. This section sets out greentomatoenergy’s entire financial liability (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of: (a) any breach of the Contract including any deliberate personal repudiatory breach and any deliberate breach of this Contract by the Supplier, or its employees, agents or subcontractors; (b) any use made by the Customer of the Services, the Deliverables or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

22. greentomatoenergy warrants that the Services shall be performed with reasonable skill, care and diligence in accordance with accepted professional standards and practices current at the time of delivery of the Services and that the Services shall conform to the contract specifications.

23. Any additional warranty provided by greentomatoenergy relating to the Services is set out in the Proposal. We will pass the benefit of any warranty given to us by the manufacturer of the Goods on to you.

24. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

25. Nothing in these Conditions limits or excludes the liability of the Supplier: (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or (c) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.

26. Subject to paragraph 25 (a) the Supplier shall not be liable for (i) loss of income or profits; or (ii) loss of business; or (iii) depletion of goodwill and/or similar losses; or (iv) loss of anticipated savings; or (v) loss of goods; or (vi) loss of contract; or (vii) loss of use; or (viii) loss or corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and (b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services

27. greentomatoenergy’s aggregate liability to the Client, whether for negligence, breach of contract, misrepresentation or otherwise, shall not exceed the Price.

Cancellation rights

28. This contract may be cancelled by the Client, without liability, up to seven working days after the date the deposit is received. Such cancellation must be in writing, using the form appended to this contract and sent by post to address set out below.

29. This contract may be cancelled by the Client after the date that is seven working days after the deposit is received upon forfeiture of the deposit. Such cancellation must be in writing, using the form appended to this contract and sent by post to address set out below.

30. The address to which any cancellation notice must be sent is below:

To: Andy Thorne

Address:
Reedham House
31 King Street West
Manchester M3 2PJ

Risk & property

31. Unless otherwise agreed in writing, risk in all Goods shall pass to the Client upon delivery to site and the Client shall be responsible for off-loading and secure storage of the Goods.

32. Notwithstanding delivery and passing of risk, the Goods shall remain the property of greentomatoenergy until all payments which may be due to greentomatoenergy (together with any accrued interest) have been made. If full payment is not received within a reasonable time we reserve the right to remove the Goods and you give us permission to enter your property to do so.

33. Should any of your property be placed in greentomatoenergy’s possession or under Greentomatoenergy’s control, such property shall be held by greentomatoenergy on your behalf, at your sole risk.

Health & safety

34. The Parties agree to comply in all respects with the applicable health and safety legislation during the performance of the Services and greentomatoenergy will use all reasonable endeavours to comply with any reasonable security requirements that apply at the Client’s premises and that have been communicated to it provided that, greentomatoenergy shall not be liable under these Terms and Conditions if, as a result of such observation, it is in breach of any of its obligations under these Terms and Conditions .

Non-solicitation

35. Neither party shall recruit or engage directly or indirectly, whether as an employee or as a contractor any employee of the other.

Disputes

36. Any dispute arising under these Terms and Conditions which cannot be resolved by agreement shall be referred to an arbitrator agreed between the parties or failing agreement appointed by the President of the Chartered Institute of Arbitrators and settled according to the JCT Construction Industry Model Arbitration Rules (JCT 1998).

Force majeure

37. greentomatoenergy shall have no liability to you under these terms and conditions if it is prevented from, or delayed in performing, its obligations under these Terms and Conditions or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of greentomatoenergy or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

Variation

38. greentomatoenergy may, from time to time and without notice, alter the Services in order to comply with any applicable technical, safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.

39. greentomatoenergy may, from time to time vary these Terms and Conditions without consent provided that: (a) in accordance with paragraph 35 no material variation to the Services shall be made without your consent in writing; and (b) any material amendments shall be notified to you in writing.

Waiver

40. A waiver of any right under these Terms and Conditions is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under these Terms and Conditions or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

41. Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.

Severance

42. If any provision of these Terms and Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms and Conditions, and the validity and enforceability of the other provisions of these Terms and Conditions shall not be affected.

43. If a provision of these Terms and Conditions (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Assignment

44. The Client shall not, without the prior written consent of greentomatoenergy, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.

45. greentomatoenergy may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

46. Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.

No partnership or agency

47. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

Rights of third parties

48. A person who is not a party to these Terms and Conditions shall not have any rights under or in connection with it.

Notices

49. Any notice or other communication required to be given under these Terms and Conditions shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier, or sent by e-mail (provided that receipt of such e-mail is acknowledged) to the other party and for the attention of the person specified in the Proposal or as otherwise specified by the relevant party by notice in writing to the other party.

50. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Proposal or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

51. This paragraph shall not apply to the service of any proceedings or other documents in any legal action.

Use of data

52.  You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, to Rainforest Concer in order to make a donation on your behalf and to other members of the greentomato group of companies.

Governing law and jurisdiction

53. These Terms and Conditions, 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, the law of England and Wales.

54. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).

Cancellation notice

Client name:

Address:

Client reference:

Reasons for cancellation:

If client is entitled to deposit refund, account name and sort code into which the deposit is to be paid: