TERMS AND CONDITIONS FOR ELECTRICAL WORKS
These Terms and Conditions are the standard terms of engagement for work undertaken by Smart Ohm (Leeds) Ltd, a company registered in England and Wales under company number 15986863, whose registered office is Office 010 Upper Wortley Business Centre, 127 Upper Wortley Road, Leeds, England, LS12 4JG.
1. Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
"Charges" means the fees payable for the Works as set out in the Quote, plus any additional costs for variations or extras.
"Contract" means the agreement between You and Smart Ohm, comprising these Terms and Conditions together with the Quote and any Statement of Works (where applicable).
"Goods" means any materials, products, fixtures, fittings, or equipment supplied by Smart Ohm as part of the Works.
"Parties" means both You and Smart Ohm, and "Party" shall refer to either one.
"Quote" means Smart Ohm's fixed-price quotation for the Works, valid for 30 days from the date of issue unless otherwise stated.
"Site" means Your premises or the location where the Works are to be carried out.
"Smart Ohm" means Smart Ohm (Leeds) Ltd (also includes Smart Ohm's employees, agents, representatives, and subcontractors).
"Statement of Works" means any scope of works, schedule of works, specification, or similar document (where provided) describing the Works in detail.
"Terms" means these Terms and Conditions.
"Works" means the electrical installation, testing, inspection, repair, or other services described in the quote.
"Writing" includes email and other comparable electronic means of communication.
"You/Your" means the person or company purchasing the Works from Smart Ohm.
1.2. Unless the context requires otherwise, references to the singular include the plural, and masculine includes the feminine and vice versa.
1.3. The headings in these Terms are for convenience only and do not affect their interpretation.
2. The Contract
2.1. Any Quote given by Smart Ohm is valid for 30 days from its date of issue unless otherwise stated in the quote.
2.2. Your acceptance of the Quote (whether by email, online, or other written confirmation) forms the Contract between You and Smart Ohm, and the Contract comes into effect from the date Smart Ohm receives Your acceptance.
2.3. These Terms and Conditions, together with the Quote and any Statement of Works (where applicable), constitute the entire Contract between You and Smart Ohm.
2.4. Due to the unique nature of every job, specific terms and conditions may apply to the Contract. These will be included and highlighted in the Quote or Statement of Works.
2.5. Where there is any conflict between documents, the order of precedence shall be: (1) any Statement of Works, (2) the Quote, (3) these Terms and Conditions.
2.6. These Terms apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.7. Smart Ohm's failure to object to terms and conditions set by You shall in no event be construed as an acceptance of any of Your terms and conditions. Neither Smart Ohm's commencement of performance nor delivery of services shall be deemed or constituted as acceptance of any of Your terms and conditions.
2.8. Any illustrations, descriptions, or imagery displayed on Smart Ohm's website, social media, marketing materials (both offline and online), catalogues, price lists, or elsewhere are intended merely to present a general idea of Smart Ohm's works and services. No part of these shall form part of the Contract.
2.9. The Parties agree to do everything necessary to ensure that the terms of this Contract take effect.
2.10. Any amendment or modification of this Contract will only be binding if evidenced in Writing and agreed by both Parties.
3. Quotes
3.1. Smart Ohm may amend or withdraw a Quote at any time before You accept it.
3.2. Quotes are based on a visual inspection of the Site and the information You provide at the time.
3.3. Quotes assume the Works will be carried out between 8:30am and 4:30pm, Monday to Friday (excluding bank holidays). Additional charges may apply for work outside these times.
3.4. Smart Ohm may revise the Quote before work commences in the following situations:
3.4.1. If You request additional work or services not covered in the original Quote.
3.4.2. If an error in the original Quote is discovered.
3.4.3. If material or labour costs increase significantly between Your acceptance of the Quote and the start of the Works.
3.5. If unforeseen conditions arise during the Works (such as hidden faults, non-compliant installations, structural issues, or unsafe existing installations requiring remedial work), Smart Ohm will inform You and
provide a separate quote for any additional work required. Smart Ohm will require Your written acceptance before proceeding with the additional work.
3.6. If You request additional work or variations while Smart Ohm is on Site ("on-site requests"), Smart Ohm will provide You with a price and obtain Your written approval before carrying out the additional work.
3.7. If You cancel the Contract after accepting the Quote, You must reimburse Smart Ohm for all costs incurred, including labour, Goods, and equipment hire, except when exercising Your Statutory Right to Cancel (see clause 17).
4. Call-Out and Abortive Visit Charges
4.1. Smart Ohm applies a minimum charge for all call-outs and appointments, regardless of the time taken or whether any work is completed. The minimum charge will be confirmed at the time of booking.
4.2. If Smart Ohm arrives at Site for a scheduled appointment but cannot carry out the Works due to circumstances beyond Smart Ohm's control (including but not limited to: inability to gain access to the Site
or work area, the work area not being cleared or prepared as required, or essential information not being available), an Abortive Visit Charge equivalent to Smart Ohm's current minimum charge will apply.
4.3. Where parts or materials are required to complete the Works, Smart Ohm will ensure the area is made safe and will schedule a return visit to complete the Works.
5. Charges and Payment
5.1. All Charges are not subject to VAT. All payments are to be made in Pounds Sterling.
5.2. The person or company accepting the Quote is responsible for payment. If You inform Smart Ohm that a third party (such as a landlord, managing agent, or main contractor) will be paying, Smart Ohm must receive written confirmation from that third party before commencing the Works. If the third party fails to pay, You remain liable for payment.
5.3. Unless agreed otherwise in writing, a deposit is payable upon Your acceptance of the Quote. The amount of the deposit will be specified in the Quote.
5.4. Payment of the balance (or payment in full where no deposit is required) is due on completion of the Works. Payment may be made by debit or credit card or by bank transfer. Bank details will be provided on the invoice.
5.5. Smart Ohm reserves the right to request advance payment for certain fixtures, fittings, or materials.
5.6. Where the Works are to be carried out in stages, a Payment Schedule will be specified in the Quote or Statement of Works, and invoices will be issued in accordance with that schedule.
5.7. If Smart Ohm's work is delayed or prevented from progressing due to circumstances beyond Smart Ohm's control (including but not limited to delays by other contractors, unavailability of the Site, or awaiting
decisions or approvals from You), Smart Ohm may issue an invoice for all Works completed up to that point. Payment will be due by the date specified on the invoice.
5.8. Any invoice queries must be raised within seven (7) days of the invoice date. You must pay the undisputed portion of the invoice by the due date while any query is resolved.
5.9. Payment cannot be withheld due to non-payment by Your client, tenant, main contractor, or any other third party.
5.10. If payment is not received within seven (7) days of the due date, Smart Ohm may:
5.10.1. Cancel the Contract or suspend further work with immediate effect, disregarding such suspension periods for previously agreed completion times.
5.10.2. Charge interest at 8% per annum above the Bank of England base rate on overdue amounts, calculated from seven (7) days after the due date until full payment, accruing daily.
5.10.3. Recover all reasonable costs incurred in collecting overdue payments, including legal fees and debt collection costs.
5.11. Smart Ohm will not provide guarantees, certificates, test reports, or similar documents until full payment has been received.
6. Delivery of Services
6.1. Smart Ohm shall undertake the Works in accordance with the Quote and any Statement of Works in all material respects.
6.2. Smart Ohm warrants that the Works will be carried out with reasonable care and skill, in accordance with applicable Building Regulations, BS 7671 wiring regulations, manufacturer's instructions and recommendations, and good electrical practice.
6.3. Access to the Site will be required between 8:30am and 4:30pm, Monday to Friday (excluding bank holidays), or at such other times as agreed in writing. Smart Ohm will use reasonable endeavours to provide advance notice of Site visits.
6.4. Time frames and dates for completion of the Works are provided for guidance only. Time shall not be of the essence, and Smart Ohm shall not be liable for any loss or damage suffered by You as a result of any delay in completing the Works.
6.5. If a previous job overruns or unforeseen circumstances cause a delay, Smart Ohm will notify You as soon as reasonably practicable and will reschedule at a time convenient to You.
6.6. Smart Ohm may use subcontractors to carry out all or part of the Works. Smart Ohm remains responsible for the performance of the Works and compliance with these Terms.
6.7. Smart Ohm has the right to refuse to carry out the Works, or to cease work, if Smart Ohm reasonably considers that:
6.7.1. The existing electrical installation is unsafe or not compliant with current regulations; or
6.7.2. The proposed Works would create an unsafe situation; or
6.7.3. The Site conditions present a safety risk to Smart Ohm's personnel.
6.8. If Smart Ohm identifies that remedial work is required to bring an existing installation up to current standards before the Works can be safely carried out, and You choose to proceed without the remedial work being completed, Smart Ohm reserves the right to refuse to carry out the Works. If Smart Ohm proceeds at Your request, any warranties or guarantees in respect of the Works will be void.
6.9. Smart Ohm has the right to make any changes to the Works which are necessary to comply with any applicable law, safety requirement, or current regulations, provided such changes do not materially affect
the nature or quality of the Works. Smart Ohm will notify You of any such changes.
6.10. Smart Ohm will leave the working area clean and tidy after completing the Works, and will take all reasonable steps to prevent or minimise health and safety risks to You and others at the Site.
6.11. Unless otherwise stated in the Quote, the cost of removing and disposing of waste materials arising from the Works will be included in the Charges.
6.12. If any asbestos or asbestos-containing materials are discovered during the Works, You must arrange for a specialist contractor to remove and dispose of such materials at Your own cost under a separate contract. Smart Ohm will cease work in the affected area until the asbestos has been safely removed.
7. Quality of Goods
7.1. Smart Ohm will supply Goods in compliance with applicable consumer rights legislation.
7.2. Goods supplied by Smart Ohm will be of satisfactory quality, fit for purpose, and unless agreed otherwise,
will be new.
7.3. These conditions apply to any repaired or replacement Goods supplied by Smart Ohm.
7.4. Smart Ohm accepts no liability for:
7.4.1. The quality or suitability of Goods provided or specified by You; or
7.4.2. The quality or suitability of Goods where You have insisted on using specific Goods against Smart Ohm's advice.
7.5. If You wish to use specific Goods or require Smart Ohm to use Goods that You have provided, You must confirm this in writing. Any resulting issues with the Works or the Goods will be at Your risk, and Smart Ohm's warranties and guarantees will not apply to such Goods or any Works affected by them.
8. Title and Risk
8.1. Risk in the Goods shall transfer to You upon delivery of the Goods to the Site.
8.2. Title to the Goods shall remain with Smart Ohm until Smart Ohm has received payment in full for the Goods and all other sums due under this Contract.
8.3. Until title to the Goods passes to You, You shall:
8.3.1. Keep the Goods safe and in good condition.
8.3.2. Not remove, deface, or obscure any identifying mark on the Goods.
8.3.3. Not dispose of or use the Goods except for the purpose for which they were supplied.
8.4. If, before title to the Goods passes to You, You become subject to insolvency proceedings or fail to make payment for the Goods when due, Smart Ohm may at any time:
8.4.1. Require You to deliver all Goods in Your possession which have not been irrevocably incorporated into the property; and
8.4.2. If You fail to do so promptly, enter any premises where the Goods are stored to recover them.
9. Client Obligations
9.1. You shall:
9.1.1. Co-operate with Smart Ohm in all matters relating to the Works.
9.1.2. Obtain and maintain all necessary licences, permissions, and consents before the Works commence, including permission from landlords, local authorities, housing associations, or neighbours where required.
9.1.3. Obtain permission for Smart Ohm to proceed over property belonging to neighbours or third parties if necessary. You shall indemnify Smart Ohm against all claims from neighbouring or third-party properties arising from Smart Ohm's presence or that of Smart Ohm's representatives.
9.1.4. Provide Smart Ohm with access to the Site and such facilities as reasonably required (including access to power and water supplies where needed).
9.1.5. Provide a safe working environment for Smart Ohm's personnel, and inform Smart Ohm of all relevant health and safety requirements at the Site at the outset of the Works.
9.1.6. Provide Smart Ohm with such information as Smart Ohm may reasonably require to carry out the Works, and ensure that such information is complete and accurate in all material respects.
9.1.7. Prepare the Site for the Works, including clearing the work area, moving or protecting furniture and valuable items, and ensuring the work area is accessible and safe.
9.1.8. Keep and maintain all equipment, materials, documents, and other property of Smart Ohm at the Site in safe custody at Your own risk, maintain such property in good condition until returned to Smart Ohm, and not dispose of or use such property other than in accordance with Smart Ohm's written instructions or authorisation.
9.1.9. Provide information about the location of utilities (including but not limited to water pipes, gas pipes, and underground cables) where known, or arrange for utility location services where required.
9.1.10. Where the Works are based on plans, drawings, or specifications provided by You or prepared by a third party, ensure that such plans are prepared by a suitably qualified professional.
9.1.11. Where fire stopping regulations apply, be responsible for ensuring compliance with such regulations and arranging any fire stopping work required as a result of the Works.
9.1.12. Where parking restrictions apply at the Site, provide a parking permit for Smart Ohm or reimburse Smart Ohm for any parking costs incurred.
9.1.13. Be responsible for arranging and paying for any making good of plasterwork, decoration, tiling, flooring, or other finishes disturbed or damaged during the Works.
9.2. If Smart Ohm's performance of the Works is prevented or delayed by any act or omission by You, or by Your failure to perform any obligation under this clause 9 ("Customer Default"):
9.2.1. Smart Ohm shall have the right to suspend performance of the Works until You remedy the Customer Default, and to rely on the Customer Default to relieve Smart Ohm from performance of Smart Ohm's obligations to the extent the Customer Default prevents or delays such performance.
9.2.2. Smart Ohm shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Smart Ohm's failure or delay to perform any obligations as a result of the Customer Default.
9.2.3. You shall reimburse Smart Ohm on written demand for any costs or losses sustained or incurred by Smart Ohm arising directly or indirectly from the Customer Default.
10. Sub-Contracting
10.1. Where Smart Ohm is engaged as a sub-contractor to a main contractor or principal contractor, the following additional terms shall apply:
10.1.1. Smart Ohm requires seven (7) working days' notice before commencing the Works to submit all required Risk Assessments, Method Statements, and agreed programme of works. Any change to the required start date within this period may attract additional charges and delays at no cost to Smart Ohm.
10.1.2. The main contractor or principal contractor shall provide suitable health, safety, and welfare facilities in accordance with The Construction (Design and Management) Regulations 2015.
10.1.3. The main contractor or principal contractor shall provide Smart Ohm with access to power and water supplies at no extra charge.
10.1.4. The main contractor or principal contractor shall pay for travel time to and from the Site and suppliers, as well as reasonable sustenance costs.
11. Rescheduling Appointments
11.1. If You wish to reschedule an appointment, You must provide Smart Ohm with written notice (email is acceptable) as soon as possible. Smart Ohm will make reasonable efforts to accommodate Your request, but rescheduling is subject to availability.
11.2. Rescheduling requests are subject to the following conditions:
11.2.1. With more than seven (7) days' notice: Rescheduling is permitted without additional charges.
11.2.2. With less than seven (7) days' notice: A rescheduling fee of 10% of the Charges will apply. This fee may be waived at Smart Ohm's discretion if Smart Ohm is able to bring forward other work to fill the
time slot.
11.3. If Smart Ohm cannot accommodate Your rescheduling request, the appointment will be treated as a cancellation and cancellation charges will apply in accordance with Clause 13.
11.4. If the rescheduled appointment is more than one (1) month from the original date, Smart Ohm may issue an updated Quote reflecting any changes in material or labour costs.
12. Data Protection
12.1. 'Data Protection Legislation' refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced, or updated from time to time.
12.2. All personal information that Smart Ohm may collect (including, but not limited to, Your name, postal address, email address, and telephone number) will be collected, used, and held in accordance with the
provisions of Data Protection Legislation as defined in Clause 12.1.
12.3. Smart Ohm's privacy policy sets out how Smart Ohm collects, uses, and stores Your personal information.
12.4. In certain circumstances, Smart Ohm may pass Your personal information to credit reference agencies. These agencies are also bound by the Data Protection Legislation defined in Clause 12.1 and will use and hold Your personal information accordingly.
12.5. Smart Ohm will not disclose Your personal information to any third parties for marketing purposes without obtaining Your express consent.
12.6. mart Ohm may take photographs and videos of the Works for promotional use and may post them on its social media channels and website. By accepting these Terms, You consent to Smart Ohm doing so. Smart Ohm will not use any images that could identify You or Your property without obtaining Your specific permission. Smart Ohm will own and retain the copyright of any images taken but will share them with You
upon request.
13. Guarantee and Defects
13.1. Smart Ohm provides a 12-month guarantee for labour in respect of the Works carried out by Smart Ohm.
13.2. Goods supplied by Smart Ohm are subject to the manufacturer's warranty. Smart Ohm will pass on such warranties to You and will assist with warranty claims, but all warranty claims must be made through Smart Ohm.
13.3. The guarantee and warranties do not cover:
13.3.1. Goods purchased and supplied directly by You (rather than supplied by Smart Ohm).
13.3.2. Smart Ohm's labour guarantee in respect of Works involving Goods that You selected or specified against Smart Ohm's advice (although manufacturer warranties on such Goods will still apply).
13.3.3. Any Works or Goods subject to misuse, neglect, negligence, or unauthorised modification or repair by You or any third party.
13.3.4. Works carried out against Smart Ohm's advice or recommendations.
13.3.5. Works carried out on electrical installations that are over ten (10) years old, unless the installation has been tested and certified as safe prior to the Works.
13.3.6. Defects arising from incomplete work or work that Smart Ohm recommended but that You declined to have carried out.
13.4. This guarantee only applies to Works that have been completed by Smart Ohm and paid for in full by You.
13.5. On completion of the Works, You should conduct a visual inspection of the Works to check for any obvious defects or issues. Where this is not possible (for example, if no one is present at the Site), You should report any obvious defects to Smart Ohm within 48 hours of completion. This does not affect Your rights to report defects that become apparent at a later date.
13.6. If You believe there is a defect in the Works or Goods, You must:
13.6.1. Notify Smart Ohm as soon as possible after discovering the defect.
13.6.2. Stop using the affected installation, fixture, or appliance immediately upon discovering or reporting the defect. If You continue to use it after reporting the defect, You will be liable for the cost of any replacement or additional damage caused.
13.6.3. Provide Smart Ohm and Smart Ohm's insurers with reasonable access to the Site to inspect the defect and carry out any necessary remedial work.
13.7. Where a defect is reported, Smart Ohm has the right to determine whether to repair, replace, or (where appropriate) refund the cost of the defective Works or Goods.
13.8. Smart Ohm must be given the first opportunity to inspect and remedy any alleged defect. If You arrange for a third party to carry out remedial work without giving Smart Ohm this opportunity, the guarantee will be void and Smart Ohm will not be liable for any costs incurred.
13.9. If, following inspection, Smart Ohm determines that the alleged defect does not result from any Works or Goods supplied by Smart Ohm, Smart Ohm reserves the right to charge You for the inspection visit at Smart Ohm's standard rate.
13.10. Smart Ohm reserves the right not to carry out any remedial work where You cannot provide sufficient evidence that the original Works were carried out by Smart Ohm, or where full payment for the original Works has not been received.
14. Limitation of Liability
14.1. Nothing in these Terms excludes or limits Smart Ohm's liability for death or personal injury resulting from Smart Ohm's negligence or that of Smart Ohm's employees or subcontractors, or for fraud or fraudulent misrepresentation.
14.2. Subject to Clause 14.1, Smart Ohm's liability for any breach of these Terms shall be limited to:
14.2.1. The repair or making good of any defect in the Works in accordance with Clause 10 (Guarantee and Defects); and
14.2.2. The reasonable costs of repair or reinstatement of damage to Your property that results directly from Smart Ohm's negligence.
14.3. Smart Ohm will not be responsible for damage to any part of Your property where the damage is, in whole or in part, a consequence of a pre-existing defect or weakness in that part of the property.
14.4. Certain Works will inevitably cause damage to Your property as a necessary part of carrying out the Works, including but not limited to:
14.4.1. Chasing walls, ceilings, or floors for cables;
14.4.2. Lifting floorboards, removing panels, or accessing voids;
14.4.3. Removing or relocating fixtures, fittings, or existing electrical equipment;
14.4.4. Damage to decorative finishes (wallpaper, paintwork, tiles, etc.) in areas where work is being carried out.
14.5. You are responsible for making good any damage described in Clause 14.4 and for any redecoration required following completion of the Works. Smart Ohm is not responsible for such making good or redecoration unless the damage results from Smart Ohm's negligence.
14.6. You are responsible for protecting or removing furniture, furnishings, and personal items before the Works commence. Smart Ohm will make reasonable efforts to avoid damage, but if items remain within the working area, Smart Ohm accepts no responsibility for any damage to those items unless caused by Smart Ohm's negligence.
14.7. This Clause 14 shall survive termination of the Contract.
15. Events Outside of Smart Ohm's Control (Force Majeure)
15.1. Smart Ohm will not be liable for any delay in performing, or failure to perform, any of its obligations under this Contract if the delay or failure results from events or circumstances beyond Smart Ohm's reasonable control, including but not limited to acts of God, severe weather conditions, flood, fire, explosion, war, terrorism, industrial action, pandemic, epidemic, failure of utility services, or failure of suppliers or subcontractors.
15.2. If such an event occurs, Smart Ohm will notify You as soon as reasonably practicable and will use reasonable efforts to minimise any delay or to arrange alternative provision where possible.
15.3. If the delay caused by a force majeure event persists for more than sixty (60) days, either Party may terminate this Contract by giving written notice to the other Party, without liability.
15.4. If You wish to cancel this Contract due to a force majeure event, Your cancellation will be subject to the cancellation charges in Clause 18.
16. Intellectual Property Rights
16.1. All intellectual property rights in any designs, drawings, specifications, or other documents created by Smart Ohm in connection with the Works shall remain the property of Smart Ohm.
16.2. Smart Ohm grants You a non-exclusive licence to use any such designs, drawings, or specifications solely for the purpose of the Works at the Site for which they were created. You may not use them for any other purpose or at any other location without Smart Ohm's prior written consent.
17. Your Right to Cancel (For Consumers)
17.1. If You are buying the Works for personal use (not for Your business) and You booked Smart Ohm by phone, email, or online (rather than at our premises), You have a legal right to cancel within 14 days.
17.2. The 14 days starts the day after You accept our Quote.
17.3. To cancel, email or write to us using the contact details in Clause 21. You may use the model cancellation form set out in Schedule 1 to these Terms, but You are not obliged to use it.
17.4. Your cancellation takes effect from the date You send it to us.
17.5. If You asked us to start work during the 14-day period and then cancel, You must pay for:
17.5.1. Any work we have already done; and
17.5.2. Any materials we have already used.
17.6. If we have not started work yet, we will refund any money You have paid within 14 days of You cancelling.
18. Cancellation
18.1. If You wish to cancel Your booking or order (other than under Your statutory right to cancel in Clause 17), You must give Smart Ohm written notice. The cancellation takes effect from the date Smart Ohm receives Your written notice.
18.2. Cancellation charges will apply as follows, based on the notice period You give:
18.2.1. More than 14 days' notice: You will be charged a restocking fee to cover the costs Smart Ohm has already incurred for materials ordered.
18.2.2. Between 7 and 14 days' notice: You will be charged 25% of the total Charges in the Quote.
18.2.3. Less than 7 days' notice: You will be charged 50% of the total Charges in the Quote.
18.3. If Smart Ohm is able to secure chargeable work to fill the time slot You have cancelled, Smart Ohm will refund You a proportion of the cancellation charge equal to the time recovered. This refund will be paid within 14 days of the replacement work being completed.
18.4. You remain liable for any additional costs Smart Ohm has incurred that are not covered by the cancellation charge in Clause 17.2.
18.5. Any deposit You have paid will be offset against any cancellation charge. If there is any money left over, Smart Ohm will refund it to You within 14 days.
19. Termination
19.1. Either Party may terminate this Contract immediately by giving written notice to the other Party if the other Party commits a material breach of this Contract and (where the breach can be remedied) fails to remedy it within a reasonable time after being given written notice requiring it to do so.
19.2. Smart Ohm may terminate this Contract immediately by giving You written notice if:
19.2.1. You fail to pay any amount due under this Contract by the due date;
19.2.2. You become insolvent, enter into any insolvency arrangement (including bankruptcy, individual voluntary arrangement, or company administration), or have a receiver, administrator, trustee in bankruptcy, or liquidator appointed;
19.2.3. (For business clients) You suspend, threaten to suspend, cease, or threaten to cease carrying on all or substantially all of Your business;
19.2.4. (For individual consumers) You die or become unable to manage Your own affairs due to mental or physical incapacity;
19.2.5. Your financial position deteriorates to such an extent that, in Smart Ohm's reasonable opinion, Your ability to meet Your obligations under this Contract has been compromised.
19.3. All termination notices must be given in writing.
20. Consequences of Termination
20.1. On termination of this Contract for any reason:
20.1.1. You must immediately pay Smart Ohm all outstanding unpaid invoices and any interest due. For any Works carried out but not yet invoiced, Smart Ohm will submit an invoice which You must pay immediately on receipt.
20.1.2. You must return all Goods supplied by Smart Ohm that have not been fully paid for. If You fail to do so promptly, Smart Ohm may enter Your premises to recover them. Until they have been returned, You are solely responsible for their safekeeping and must not use them for any purpose not connected with this Contract.
20.1.3. The rights and remedies of the Parties that have accrued up to the date of termination are not affected, including the right to claim damages for any breach of this Contract that existed at or before the date of termination.
20.1.4. Any clauses of this Contract that expressly or by implication continue after termination shall remain in full force and effect.
21. Complaints and Communication
21.1. If You have any questions about these Terms or wish to exercise Your statutory right to cancel, please contact Smart Ohm at:
21.1.1. Email: info@smart-ohm.co.uk
21.1.2. Telephone: 0113 436 0017
21.1.3. Address: Armley Grange Avenue, Armley, Leeds LS12 3QN
21.2. Smart Ohm is committed to providing You with a high-quality service. Smart Ohm is a registered member of NAPIT.
21.3. If You are dissatisfied with Smart Ohm's services in any way, please contact Smart Ohm first to allow Smart Ohm the opportunity to resolve the issue.
21.4. If You feel Smart Ohm has not adequately addressed Your complaint, You can contact NAPIT and raise Your
concerns with them at: https://www.napit.org.uk/complaints/
22. Other Important Terms
22.1. If any provision of this Contract is held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable, with the invalid or unenforceable part severed from the remainder of this Contract.
22.2. You may not assign, transfer, or subcontract any of Your rights or obligations under this Contract without Smart Ohm's prior written consent.
22.3. No failure or delay by Smart Ohm in exercising any right under this Contract means that Smart Ohm has waived that right. No waiver by Smart Ohm of a breach of any provision of this Contract means that Smart Ohm will waive any subsequent breach of the same or any other provision.
22.4. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.
22.5. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
22.6. This Contract constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings, and arrangements between them, whether in writing or oral, relating to its subject matter.
23. Governing Law and Jurisdiction
23.1. This Contract shall be governed by the laws of England and Wales.
23.2. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.
