Standard Terms & Conditions.

<h1>Hawley Energy Standard Terms &amp; Conditions (v1.51)</h1> <p><strong>TTL Consultants Limited trading as Hawley Energy</strong> <strong>Last updated: 1 October 2026</strong></p> <h2>1. Interpretation</h2> <h3>1.1 Definitions</h3> <p>The following definitions and rules of interpretation apply to these Conditions.</p> <p><strong>Applicable Data Protection Laws:</strong> all applicable laws and regulations relating to privacy, data protection and the processing of Personal Data in force in the United Kingdom from time to time, including the UK General Data Protection Regulation, the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025), the Data (Use and Access) Act 2025, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any legislation replacing or supplementing them.</p> <p><strong>Business Day:</strong> a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.</p> <p><strong>Cancellation Fee:</strong> the fee payable by the Client under Clause 8.4.</p> <p><strong>Charges:</strong> the charges payable by the Client for the Goods and Services, as set out in the Quote, Estimate or Order.</p> <p><strong>Client:</strong> the individual, person, firm, company, corporate body, association or sole trader purchasing Goods or Services from the Supplier in connection with a business.</p> <p><strong>Client Default:</strong> has the meaning given in Clause 7.2.</p> <p><strong>Client Materials:</strong> all documents, information, data, specifications, drawings, designs, software, equipment, materials and other content supplied or made available by or on behalf of the Client to the Supplier.</p> <p><strong>Commencement Date:</strong> the date on which the Contract comes into existence under Clause 2.2.</p> <p><strong>Conditions:</strong> these terms and conditions, as amended from time to time in accordance with Clause 18.8.</p> <p><strong>Contract:</strong> the contract between the Supplier and the Client for the supply of Goods and Services in accordance with these Conditions, the relevant Quote, Estimate and/or Order.</p> <p><strong>Contract Sum:</strong> the total charges payable or estimated to be payable under the Contract, excluding VAT and any sums payable in respect of variations.</p> <p><strong>Data Controller:</strong> has the meaning given in Applicable Data Protection Laws.</p> <p><strong>Data Processor:</strong> has the meaning given in Applicable Data Protection Laws.</p> <p><strong>Data Subject:</strong> has the meaning given in Applicable Data Protection Laws.</p> <p><strong>Deliverables:</strong> all reports, assessments, designs, drawings, specifications, analyses, recommendations, models, calculations, data outputs and other materials expressly identified as deliverables in the Quote, Estimate or Order.</p> <p><strong>Delivery Location:</strong> the location specified in the Quote, Estimate or Order or, if no location is specified, the Site.</p> <p><strong>Estimate:</strong> an approximate calculation of the price for particular Goods or Services based on stated assumptions and subject to any stated qualifications, including any requirement for a site survey.</p> <p><strong>Force Majeure Event:</strong> has the meaning given in Clause 17.</p> <p><strong>Goods:</strong> the goods, equipment or materials, or any part of them, set out in the Quote, Estimate or Order.</p> <p><strong>Goods Specification:</strong> any specification for the Goods provided in writing by the Supplier to the Client.</p> <p><strong>Intellectual Property Rights:</strong> patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names, domain names, rights in get-up, goodwill, design rights, database rights, rights in confidential information and know-how, and all other intellectual property rights, whether registered or unregistered, including applications and rights to apply for such rights.</p> <p><strong>Order:</strong> the Client's order for Goods or Services, whether submitted in writing, electronically or orally and subsequently confirmed in writing.</p> <p><strong>Personal Data:</strong> has the meaning given in Applicable Data Protection Laws.</p> <p><strong>Quote:</strong> the Supplier's written quotation for the Goods and Services.</p> <p><strong>Services:</strong> the services described in the Quote, Estimate or Order, which may include energy consultancy, energy data analysis and reporting, energy procurement support, compliance support, audits, assessments, advisory services, design, project management, supply, installation, supervision, commissioning, verification, finance-related project support and related services.</p> <p><strong>Site:</strong> the premises or location at which the Services are to be provided or the Goods are to be delivered, installed or supervised.</p> <p><strong>Supplier:</strong> TTL Consultants Limited trading as Hawley Energy, of Clifton House, Clifton Road, Brighouse, HD6 1SL, or such other address as the Supplier may notify to the Client.</p> <p><strong>Works:</strong> any installation, construction, design, commissioning, maintenance, supervision or other physical works described in the Quote, Estimate or Order.</p> <h3>1.2 Interpretation</h3> <p>Unless the context requires otherwise:</p> <li>a reference to a statute or statutory provision includes that statute or provision as amended, extended, re-enacted or replaced from time to time;</li> <li>a reference to writing includes email but does not include text messages or instant messages unless expressly agreed by the Supplier;</li> <li>a reference to a clause is a reference to a clause of these Conditions;</li> <li>the headings do not affect the interpretation of these Conditions;</li> <li>words in the singular include the plural and words in the plural include the singular; and</li> <li>references to including, include and in particular are illustrative and do not limit the generality of the preceding words.</li> <h2>2. Basis of Contract</h2> <h3>2.1</h3> <p>The Order constitutes an offer by the Client to purchase the Goods and/or Services in accordance with these Conditions.</p> <h3>2.2</h3> <p>The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or begins to perform the relevant Goods or Services, at which point and on which date the Contract shall come into existence.</p> <h3>2.3</h3> <p>The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not expressly set out in the Contract, except that nothing in these Conditions limits or excludes liability for fraud or fraudulent misrepresentation.</p> <h3>2.4</h3> <p>These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.</p> <h3>2.5</h3> <p>The Contract supersedes and extinguishes any previous agreement, understanding, proposal, representation or arrangement between the parties relating to its subject matter.</p> <h3>2.6</h3> <p>Any Quote or Estimate given by the Supplier does not constitute an offer and, unless previously withdrawn, is valid for 30 calendar days from its date of issue. A Quote or Estimate for equipment destined outside the United Kingdom and the Republic of Ireland is valid for 90 calendar days unless otherwise stated. Prices and assumptions remain subject to the terms of these Conditions and any stated qualifications.</p> <h3>2.7</h3> <p>All of these Conditions apply to the supply of both Goods and Services except where application to one or the other is expressly specified.</p> <h3>2.8</h3> <p>No amendment to the Contract shall be effective unless agreed in writing by authorised representatives of both parties, except that the Supplier may make reasonable changes to the Services where necessary to comply with applicable law, regulatory requirements or technical standards.</p> <h2>3. Goods and Materials</h2> <h3>3.1</h3> <p>The Goods and Materials shall be as described in the Goods Specification or, where no separate Goods Specification is issued, as described in the Quote, Estimate or Order.</p> <h3>3.2</h3> <p>The Supplier reserves the right to amend the Goods Specification where required by any applicable statutory, regulatory, safety or technical requirement. The Supplier shall notify the Client of any material change.</p> <h3>3.3</h3> <p>Title to the Goods and Materials supplied by the Supplier shall not pass to the Client until the Supplier has received payment in full, in cleared funds, for:</p> <li>the Goods and Materials; and</li> <li>any other sums due from the Client to the Supplier under the Contract.</li> <h3>3.4</h3> <p>Until title to the Goods and Materials has passed to the Client, the Client shall:</p> <li>store the Goods and Materials separately from all other goods held by the Client so that they remain readily identifiable as the Supplier's property;</li> <li>not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;</li> <li>maintain the Goods and Materials in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;</li> <li>notify the Supplier immediately if it becomes subject to any of the events listed in Clause 14.2(d); and</li> <li>provide the Supplier with any information relating to the Goods and Materials that the Supplier may reasonably require.</li> <h3>3.5</h3> <p>Any predicted or estimated savings, energy reductions, carbon reductions, demand reductions, payback periods, financial returns or other benefits provided by the Supplier, whether based on the installation, operation or usage of Goods and Materials or on the Services, are projections or guidelines only and are not guaranteed.</p> <p>Such projections depend on assumptions including the accuracy and completeness of information supplied by the Client, site conditions, equipment performance, energy prices, tariffs, weather, occupancy, operating patterns, maintenance, user behaviour, third-party performance and other factors outside the Supplier's control.</p> <h2>4. Goods Specification</h2> <h3>4.1</h3> <p>The Supplier shall ensure that the Goods conform in all material respects with the Goods Specification provided by the Supplier.</p> <h3>4.2</h3> <p>The Supplier may use materials, components or products of equivalent or improved quality where the specified materials, components or products are unavailable, discontinued or subject to unreasonable delay, provided that the replacement does not materially reduce the functionality or performance of the Goods.</p> <h3>4.3</h3> <p>The Client shall ensure that the Goods Specification and any Client Materials supplied for the purposes of specifying the Goods are accurate, complete and suitable for the Client's requirements.</p> <h3>4.4</h3> <p>The Supplier shall not be responsible for any failure of the Goods to conform to the Goods Specification to the extent that the failure results from:</p> <li>the Client's instructions, designs, specifications or Client Materials;</li> <li>alteration, misuse, improper storage or unsuitable operation by the Client or a third party;</li> <li>normal wear and tear;</li> <li>failure to maintain or operate the Goods in accordance with instructions; or</li> <li>site conditions or circumstances not disclosed to the Supplier before the Quote, Estimate or Order was accepted.</li> <h3>4.5</h3> <p>The terms of these Conditions shall apply to any repaired or replacement Goods and Materials supplied by the Supplier.</p> <h2>5. Delivery of Goods</h2> <h3>5.1</h3> <p>The place of delivery for equipment, Goods and Materials shall be the Delivery Location. The time for delivery, supervision or installation shall be extended by a reasonable period if delay is caused by instructions or lack of instructions from the Client, a Client Default, an industrial dispute, a Force Majeure Event or any other circumstance beyond the Supplier's reasonable control. Time for delivery shall not be of the essence.</p> <h3>5.2</h3> <p>Delivery of the Goods and Materials shall be completed on completion of unloading at the Delivery Location, unless the Quote, Estimate or Order states otherwise.</p> <h3>5.3</h3> <p>Risk in the Goods and Materials shall pass to the Client on completion of delivery, or on shipment where a third-party carrier is used, except to the extent that loss or damage is caused by the Supplier's negligence.</p> <p>If Goods and Materials are lost or damaged in transit, the Supplier shall take reasonable steps to assist the Client's claim against the carrier. The Client must notify the carrier and the Supplier:</p> <li>within three Business Days of receipt of the Goods and Materials in the case of damage; or</li> <li>within 14 days of the Supplier's advice note in the case of non-delivery.</li> <h3>5.4</h3> <p>If the Client fails to take delivery of the Goods and Materials on the agreed date, except where the failure or delay is caused by a Force Majeure Event, the Supplier may:</p> <li>store the Goods and Materials until delivery takes place;</li> <li>charge the Client for reasonable storage, insurance and re-delivery costs; and</li> <li>change the Works commencement date.</li> <h3>5.5</h3> <p>The Supplier may deliver the Goods and Materials by instalments at its discretion. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.</p> <h3>5.6</h3> <p>Where installation or supervision is included, the Supplier shall not be responsible for delay or additional cost arising from the Site not being ready, accessible, safe or suitable for delivery or installation.</p> <h2>6. Supply of Services</h2> <h3>6.1</h3> <p>The Supplier may provide any of the following Services where expressly included in the Quote, Estimate or Order:</p> <li>energy data collection, analysis, monitoring and reporting;</li> <li>energy audits, assessments, compliance support and reporting;</li> <li>energy procurement support and related market analysis;</li> <li>demand modelling, power infrastructure assessment and Distribution Network Operator application support;</li> <li>energy efficiency, decarbonisation and net zero advisory services;</li> <li>feasibility studies, designs, specifications and project development;</li> <li>project management, coordination, supervision and post-completion verification;</li> <li>the design, supply and installation of Goods and Materials; and</li> <li>any other services described in the Quote, Estimate or Order.</li> <h3>6.2</h3> <p>The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quote, Estimate or Order. Any such dates are estimates only and time shall not be of the essence unless expressly agreed in writing.</p> <h3>6.3</h3> <p>The Supplier shall perform advisory and consultancy Services with reasonable skill and care. However, the Client acknowledges that recommendations, assessments, reports, forecasts, designs and other Deliverables:</p> <li>are prepared for the purpose and scope stated in the Quote, Estimate or Order;</li> <li>are based on information and data available to the Supplier at the time;</li> <li>may depend on site conditions, surveys, assumptions and third-party information;</li> <li>may require review or updating if circumstances change; and</li> <li>are not a guarantee of any particular financial, operational, energy, carbon, compliance or technical outcome.</li> <h3>6.4</h3> <p>The Supplier may rely on information, data, documents, measurements, drawings, specifications, forecasts and other materials supplied by or on behalf of the Client or by third parties. The Supplier shall not be responsible for any inaccuracy, omission, delay or defect in such information or for any consequence arising from reliance on it.</p> <h3>6.5</h3> <p>All estimated or predicted savings, energy or carbon reductions, demand forecasts, generation estimates, performance calculations, investment appraisals and payback calculations are projections or guidelines only. They are not guarantees, warranties or promises of performance and may be affected by:</p> <li>the accuracy and completeness of Client Materials;</li> <li>actual energy consumption and operating patterns;</li> <li>occupancy, weather and user behaviour;</li> <li>equipment condition, performance and availability;</li> <li>energy prices, tariffs and regulatory charges;</li> <li>site conditions, connection capacity and infrastructure constraints;</li> <li>the performance or decisions of suppliers, contractors, Distribution Network Operators or other third parties; and</li> <li>matters outside the Supplier's reasonable control.</li> <h3>6.6</h3> <p>The Supplier acts as an independent consultant and contractor. It does not act as the Client's agent and has no authority to bind the Client or make commitments on the Client's behalf unless expressly authorised in writing for a specific purpose.</p> <p>The Client remains responsible for all final commercial, operational, investment, procurement, legal, accounting, tax, financing and other decisions made by or on behalf of the Client, including decisions made after considering the Supplier's advice.</p> <h3>6.7</h3> <p>The Supplier shall have no liability for any reliance placed on information, advice, comment, representation or recommendation which:</p> <li>is not contained in the agreed written Deliverables; or</li> <li>has not otherwise been provided in writing by an authorised representative of the Supplier as part of the agreed Services.</li> <p>The Supplier shall have no obligation to update any Deliverable unless an update is expressly included in the Services or separately agreed in writing.</p> <h3>6.8</h3> <p>Unless expressly agreed in writing, the Services and Deliverables do not constitute legal, financial, investment, accounting, tax, insurance, planning or other regulated professional advice. The Client should obtain appropriate specialist advice before making decisions in those areas.</p> <h3>6.9</h3> <p>The Supplier does not guarantee that any recommendation, design, application, assessment or report will be accepted by a regulator, funder, landlord, insurer, Distribution Network Operator, energy supplier, contractor or other third party.</p> <h3>6.10</h3> <p>The Supplier shall not be responsible for the performance, acts, omissions, solvency, availability or delay of any third party, including energy suppliers, contractors, manufacturers, installers, funders, landlords, regulators, consultants or Distribution Network Operators, except to the extent expressly agreed in writing.</p> <h2>7. Client Obligations</h2> <h3>7.1</h3> <p>The Client shall:</p> <li>co-operate with the Supplier in all matters relating to the Goods and Services;</li> <li>provide the Supplier with such information, data, documents, access, facilities, decisions and materials as the Supplier may reasonably require;</li> <li>ensure that all information provided to the Supplier is accurate, complete and provided in sufficient time;</li> <li>provide timely instructions and approvals;</li> <li>give the Supplier, its employees, agents, subcontractors and consultants safe and reasonable access to the Site;</li> <li>obtain and maintain all permissions, consents, licences and approvals for which the Client is responsible under the Quote, Estimate or Order; and</li> <li>comply with all reasonable instructions relating to the safe receipt, storage, operation and use of the Goods.</li> <h3>7.2</h3> <p>If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or by the Client's failure to perform any relevant obligation, this shall constitute a Client Default.</p> <h3>7.3</h3> <p>Without limiting any other right or remedy available to it, if a Client Default occurs the Supplier may:</p> <li>suspend performance of the Goods and Services until the Client remedies the Client Default;</li> <li>rely on the Client Default to relieve it from performance of its obligations to the extent that the Client Default prevents or delays performance;</li> <li>change any relevant timetable or delivery date;</li> <li>charge the Client for additional costs and expenses arising from the Client Default; and</li> <li>terminate the Contract in accordance with Clause 14.</li> <h3>7.4</h3> <p>The Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform its obligations where that failure or delay results from a Client Default.</p> <h3>7.5</h3> <p>The Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from a Client Default.</p> <h3>7.6</h3> <p>The Client shall ensure that the Site is safe, secure, accessible and suitable for the Services and Works. The Client shall promptly notify the Supplier of any known hazard, asbestos, contamination, structural defect, underground service, dangerous material or other condition that may affect the Services or Works.</p> <h3>7.7</h3> <p>Unless expressly agreed otherwise in writing, the Client is responsible for the accuracy of utility data, meter data, building information, occupancy information, operating information, asset information and other data supplied to the Supplier.</p> <h3>7.8</h3> <p>The Client shall promptly review Deliverables and notify the Supplier of any material error or omission. Failure to do so shall not, by itself, waive any legal right that cannot lawfully be waived, but the Supplier shall not be responsible for consequences that could reasonably have been avoided by timely review and notification.</p> <h3>7.9</h3> <p>The Client shall not instruct, request or require the Supplier to use, engage or permit any person to work on the Services or Works who does not have the right to work in the United Kingdom, and shall provide such information and cooperation as the Supplier reasonably requires to comply with its right to work and supply chain obligations.</p> <h2>8. Charges and Payment</h2> <h3>8.1</h3> <p>The Charges for the Goods and Services shall be calculated on the basis set out in the Quote, Estimate or Order. Charges may be payable by:</p> <li>incremental payments based on agreed stages of the Works;</li> <li>payment application;</li> <li>pro-forma invoice;</li> <li>monthly or periodic invoicing; or</li> <li>any other payment method stated in the Quote, Estimate or Order.</li> <h3>8.2</h3> <p>Prices are subject to correction for manifest error. Unless otherwise stated, prices in Quotes and Estimates are based on the assumptions and information available at the date of issue and may be varied to reflect changes in the cost of equipment, Goods, Materials, labour, transport, subcontractors, energy markets, taxes, duties, exchange rates or regulatory requirements before delivery or performance.</p> <h3>8.3</h3> <p>If the Client requests the Supplier to provide labour or Services outside regular working hours, any overtime, attendance charges or other additional expenses occasioned by that request shall be paid by the Client unless otherwise provided in the Quote, Estimate or Order.</p> <h3>8.4</h3> <p>If the Client cancels the agreed Works or Services before the Works commencement date, the Client shall pay a Cancellation Fee covering all Services, design work, Goods, Materials, third-party commitments, cancellation charges and other costs incurred or committed by the Supplier up to the date of cancellation.</p> <p>The Cancellation Fee shall be payable immediately upon receipt of the Supplier's invoice.</p> <h3>8.5</h3> <p>The price stipulated by the Supplier is for the Goods and Services described in the Quote, Estimate or Order only. Any variation in scope, content, quality, specification, timing, access requirements or Site conditions may result in a variation to the Charges.</p> <h3>8.6</h3> <p>All payments shall be made in pounds sterling unless the Quote, Estimate or Order expressly provides otherwise.</p> <h3>8.7</h3> <p>The Client shall pay each invoice submitted by the Supplier by direct bank transfer or BACS, in full and in cleared funds, to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence.</p> <h3>8.8</h3> <p>Unless the Quote, Estimate or Order expressly states that VAT is included, all Charges are exclusive of VAT. The Client shall pay VAT at the applicable rate in addition to the Charges.</p> <h3>8.9</h3> <p>If the Client fails to make a payment due to the Supplier by the due date, the Client shall pay interest on the overdue sum from the due date until payment. Interest shall accrue daily at 8% per year above the Bank of England base rate from time to time, or at 8% per year for any period when that base rate is below 0%.</p> <p>This Clause is without prejudice to any statutory right to interest, compensation or recovery costs available to the Supplier under applicable law.</p> <h3>8.10</h3> <p>The Supplier may claim, and the Client shall pay, all reasonable fees, charges and costs relating to the instruction of debt collection or recovery agents, solicitors or other advisers in recovering overdue debts or resolving disputes arising from the Contract.</p> <h3>8.11</h3> <p>All amounts due under the Contract shall be paid in full without set-off, counterclaim, deduction or withholding, except for any deduction or withholding required by law.</p> <h3>8.12</h3> <p>If any invoice remains unpaid after its due date, the Supplier may suspend the Goods and Services on written notice until all overdue sums, interest and reasonable recovery costs have been paid. The Supplier shall not be liable for any delay or loss arising from such suspension.</p> <h2>9. Intellectual Property Rights</h2> <h3>9.1</h3> <p>All Intellectual Property Rights in or arising out of or in connection with the Services, Deliverables, methodologies, templates, software, tools, models, know-how, processes and working papers shall be owned by the Supplier, except for Intellectual Property Rights in Client Materials.</p> <h3>9.2</h3> <p>Subject to payment in full of all sums due under the Contract, the Supplier grants the Client a non-exclusive, non-transferable, worldwide, royalty-free licence to use the Deliverables for the Client's internal business purposes and for the specific project or Site for which they were prepared.</p> <h3>9.3</h3> <p>The licence in Clause 9.2 does not permit the Client to:</p> <li>sell, publish, distribute, copy or commercially exploit the Deliverables;</li> <li>provide the Deliverables to a third party for reliance or use, except to the Client's professional advisers, funders, insurers, landlords, contractors or regulators where reasonably required for the relevant project;</li> <li>modify or create derivative works from the Deliverables; or</li> <li>sub-license, assign or otherwise transfer the licence,</li> <p>unless the Supplier has agreed otherwise in writing.</p> <h3>9.4</h3> <p>If the Client wishes to purchase or obtain wider rights in the Intellectual Property Rights, the parties shall agree the scope, price and terms of that transfer in writing.</p> <h3>9.5</h3> <p>The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free licence to copy, use, store, process, modify and reproduce Client Materials for the purpose of providing the Goods and Services and complying with the Contract.</p> <h3>9.6</h3> <p>The Client warrants that the Supplier's use of Client Materials in accordance with the Contract will not infringe the rights of any third party. The Client shall indemnify the Supplier against any claim, loss, damage, cost or expense arising from a breach of this warranty.</p> <h3>9.7</h3> <p>The Supplier may use anonymised and aggregated information derived from the provision of the Services for internal analysis, service improvement, benchmarking and marketing, provided that the information does not identify the Client, any individual or any confidential project details.</p> <h2>10. Patents and Third-Party Intellectual Property</h2> <h3>10.1</h3> <p>Subject to Clause 10.2, the Supplier shall indemnify the Client against any claim that the normal use or possession of Goods supplied by the Supplier infringes a patent of the United Kingdom or the Republic of Ireland.</p> <h3>10.2</h3> <p>The indemnity in Clause 10.1 shall apply only if:</p> <li>the Client gives the Supplier immediate written notice of the claim;</li> <li>the Supplier is given complete control of the defence and settlement of the claim;</li> <li>the Client provides all reasonable assistance requested by the Supplier;</li> <li>the Client does not prejudice the Supplier's conduct of the claim; and</li> <li>the alleged infringement does not arise from the Client's instructions, specifications, combination with equipment or devices not supplied by the Supplier, alteration of the Goods or use of the Goods for a purpose not contemplated by the Contract.</li> <h3>10.3</h3> <p>If a claim under Clause 10.1 is made or is likely to be made, the Supplier may, at its option:</p> <li>procure for the Client the right to continue using the Goods;</li> <li>modify or replace the Goods so that they are non-infringing; or</li> <li>accept return of the affected Goods and refund the relevant price paid by the Client, less a reasonable allowance for use.</li> <h2>11. Data Protection and Data Processing</h2> <h3>11.1</h3> <p>The parties acknowledge that their respective roles under Applicable Data Protection Laws depend on the nature and purpose of the relevant processing.</p> <p>Where the Supplier processes Personal Data solely on behalf of the Client and in accordance with the Client's documented instructions, the Client shall act as Data Controller and the Supplier shall act as Data Processor.</p> <p>Where the Supplier determines the purposes and means of processing for its own legitimate business purposes, the Supplier may act as an independent Data Controller.</p> <p>Where the Supplier acts as an independent Data Controller (or otherwise acts as a Data Controller in its own right), it shall provide an electronic process for Data Subjects to submit complaints and shall acknowledge any complaint within 30 days and respond without undue delay. The Supplier shall handle Data Subject requests and complaints in accordance with Applicable Data Protection Laws.</p> <h3>11.2</h3> <p>Where the Supplier acts as Data Processor, it shall:</p> <li>process Personal Data only on the Client's documented instructions and only for the purposes of providing the Services, complying with the Contract or complying with a legal obligation;</li> <li>ensure that persons authorised to process Personal Data are subject to confidentiality obligations;</li> <li>implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; and</li> <li>process only the categories of Personal Data, types of Data Subject and purposes described in the Quote, Estimate, Order or the Client's documented instructions.</li> <h3>11.3</h3> <p>The Client shall ensure that it has all necessary rights, notices, consents, permissions and lawful bases to provide Personal Data to the Supplier and to instruct the Supplier to process it.</p> <p>The Client shall ensure that its instructions to the Supplier comply with Applicable Data Protection Laws and shall remain responsible for the lawfulness, accuracy and completeness of those instructions.</p> <h3>11.4</h3> <p>The Supplier shall notify the Client without undue delay after becoming aware of a Personal Data breach affecting Personal Data processed on behalf of the Client.</p> <p>The Supplier shall provide reasonable information and assistance to enable the Client to comply with its obligations under Applicable Data Protection Laws, taking into account the nature of the processing and the information available to the Supplier.</p> <h3>11.5</h3> <p>The Supplier may appoint subcontractors and sub-processors to process Personal Data where reasonably necessary to provide the Services. The Supplier shall remain responsible for the performance of its sub-processors' data protection obligations to the extent required by Applicable Data Protection Laws.</p> <p>The Supplier shall provide information about relevant sub-processors on reasonable written request, subject to confidentiality and security requirements.</p> <h3>11.6</h3> <p>The Supplier shall provide reasonable assistance to the Client in responding to requests from Data Subjects and in relation to security, breach notifications, data protection impact assessments and consultations with the Information Commission (which, with effect from 30 September 2026, has assumed the functions of the former Information Commissioner's Office under the Data (Use and Access) Act 2025), taking into account the nature of the processing.</p> <p>The Client shall reimburse the Supplier for reasonable costs incurred in providing assistance beyond the scope of the Services.</p> <h3>11.7</h3> <p>On termination or expiry of the Contract, the Supplier shall, at the Client's choice and subject to applicable law, return or securely delete Personal Data processed on behalf of the Client, unless the Supplier is required by law to retain it.</p> <p>The Supplier may retain copies where necessary to establish, exercise or defend legal claims, comply with legal or regulatory obligations, or maintain ordinary business records, subject to continuing confidentiality and security obligations.</p> <h3>11.8</h3> <p>The Supplier may transfer or permit access to Personal Data outside the United Kingdom only where permitted by Applicable Data Protection Laws and subject to appropriate safeguards.</p> <h3>11.9</h3> <p>The Client acknowledges that the Supplier is reliant on the Client for direction as to the extent to which the Supplier is entitled to use and process Personal Data. The Supplier shall not be liable for any claim brought by a Data Subject or regulator to the extent that the relevant action or omission resulted directly from the Client's instructions, failure to provide lawful instructions, failure to provide accurate Personal Data or breach of Applicable Data Protection Laws.</p> <h3>11.10</h3> <p>Each party shall indemnify and keep indemnified the other party against reasonable costs, claims, damages, losses and expenses incurred as a result of its own breach of its obligations under this Clause 11 or Applicable Data Protection Laws.</p> <h3>11.11</h3> <p>Where the Services require more detailed processing arrangements, the parties shall enter into a separate data processing agreement or data processing schedule. If there is any conflict between that agreement and this Clause 11, the separate agreement shall prevail to the extent of the conflict.</p> <h2>12. Confidentiality</h2> <h3>12.1</h3> <p>Each party undertakes that it shall not, during the Contract or for five years after its termination or expiry, disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, operations, finances, technology or plans of the other party, except as permitted by this Clause 12.</p> <h3>12.2</h3> <p>A party may disclose the other party's confidential information:</p> <li>to its employees, officers, representatives, subcontractors, professional advisers, insurers, funders or consultants who need to know that information to perform or receive the benefit of the Contract, provided that they are bound by confidentiality obligations;</li> <li>where required by law, a court of competent jurisdiction or a governmental or regulatory authority; or</li> <li>where the other party has given prior written consent.</li> <h3>12.3</h3> <p>Neither party shall use the other party's confidential information for any purpose other than performing or receiving the benefit of the Contract.</p> <h3>12.4</h3> <p>The obligations in this Clause 12 do not apply to information which:</p> <li>is or becomes publicly available other than through a breach of the Contract;</li> <li>was lawfully known to the receiving party before disclosure;</li> <li>is lawfully received from a third party without a duty of confidentiality; or</li> <li>is independently developed without use of the disclosing party's confidential information.</li> <h3>12.5</h3> <p>The Supplier may refer to the Client's name and general nature of the Services provided in its credentials, proposals and marketing materials only with the Client's prior written consent, unless the information is already publicly available.</p> <h2>13. Limitation of Liability</h2> <h3>13.1</h3> <p>Nothing in the Contract shall limit or exclude the Supplier's liability for:</p> <li>death or personal injury caused by the negligence of the Supplier, its employees, agents or subcontractors;</li> <li>fraud or fraudulent misrepresentation;</li> <li>breach of the Client's rights in relation to title to Goods; or</li> <li>any liability which cannot lawfully be limited or excluded.</li> <h3>13.2</h3> <p>Subject to Clause 13.1, the Supplier shall not be liable to the Client, whether in contract, tort, including negligence, breach of statutory duty or otherwise, arising under or in connection with the Contract for:</p> <li>loss of profits;</li> <li>loss of sales or business;</li> <li>loss of agreements or contracts;</li> <li>loss of anticipated savings or projected benefits;</li> <li>loss of use or corruption of software, data or information;</li> <li>any damage, loss or issue arising from pre-existing conditions or defects at the Site or in the Client's property;</li> <li>any loss arising from the Client's failure to achieve proposed or estimated savings;</li> <li>loss of goodwill or reputation;</li> <li>loss arising from reliance on information not contained in agreed written Deliverables;</li> <li>loss arising from a Client Default or inaccurate, incomplete or delayed Client Materials; or</li> <li>any indirect or consequential loss.</li> <h3>13.3</h3> <p>Subject to Clause 13.1, the Supplier's total aggregate liability to the Client arising under or in connection with the Contract shall not exceed the lower of:</p> <li>10% of the Contract Sum; or</li> <li>£5,000,000.</li> <p>If no Contract Sum is stated or reasonably ascertainable, the liability cap shall be the total Charges paid or payable under the Contract during the 12 months preceding the event giving rise to the claim.</p> <h3>13.4</h3> <p>The Client shall bring any claim against the Supplier within six years after the date on which the cause of action arose. This Clause does not extend any shorter limitation period imposed by law or any contractual notification period expressly applicable to a particular claim.</p> <h3>13.5</h3> <p>The limitations and exclusions in this Clause 13 apply to the fullest extent permitted by law and shall apply whether or not the Supplier was advised of the possibility of the relevant loss.</p> <h3>13.6</h3> <p>Nothing in this Clause 13 limits the Client's obligation to pay the Charges, interest, cancellation fees, variation charges or other sums properly due under the Contract.</p> <h3>13.7</h3> <p>This Clause 13 shall survive termination or expiry of the Contract.</p> <h2>14. Termination</h2> <h3>14.1</h3> <p>Before commencement of the Goods or Services, either party may terminate the Contract by giving the other party at least 24 hours' written notice. If the Client terminates under this Clause, it shall remain liable for the Cancellation Fee under Clause 8.4.</p> <h3>14.2</h3> <p>Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:</p> <li>the Client commits a material breach of any term of the Contract and, if the breach is capable of remedy, fails to remedy it within 48 hours after being notified in writing to do so;</li> <li>the Client commits an act or omission which constitutes a material breach of the Contract;</li> <li>the Client fails to pay any amount due under the Contract by the due date;</li> <li>the Client takes any step or action in connection with entering bankruptcy, administration, provisional liquidation or any composition or arrangement with creditors, being wound up, having a receiver appointed over any of its assets, or ceasing to carry on business; or</li> <li>the Client's financial position deteriorates to such an extent that the Supplier reasonably believes the Client's capability to adequately perform its obligations under the Contract is at risk.</li> <h3>14.3</h3> <p>The Supplier may terminate ongoing Services for convenience by giving the Client 30 days' written notice. The Client shall pay for all Goods and Services performed and all committed or unavoidable costs incurred up to the effective date of termination.</p> <h3>14.4</h3> <p>The Client may terminate the Contract by giving the Supplier written notice if the Supplier commits a material breach and, if the breach is capable of remedy, fails to remedy it within 30 days after receiving written notice requiring it to do so.</p> <h3>14.5</h3> <p>The Supplier may suspend or terminate the Contract if a Force Majeure Event continues for more than 60 consecutive days and materially prevents the Supplier from performing the Goods or Services.</p> <h2>15. Consequences of Termination</h2> <h3>15.1</h3> <p>On termination or expiry of the Contract, the Client shall immediately pay the Supplier:</p> <li>all unpaid invoices and interest;</li> <li>the value of all Goods and Services supplied up to the date of termination;</li> <li>all Goods and Materials ordered or purchased for the Client;</li> <li>all non-cancellable third-party commitments; and</li> <li>any applicable Cancellation Fee or other sums due under the Contract.</li> <h3>15.2</h3> <p>Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties which have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before that date.</p> <h3>15.3</h3> <p>On termination or expiry, the Client shall cease using any Deliverables or other materials in respect of which it has not paid the applicable Charges.</p> <h3>15.4</h3> <p>Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect, including Clauses 8, 9, 11, 12, 13, 15, 17 and 18.</p> <h2>16. Disputes and Disagreements</h2> <h3>16.1</h3> <p>If the Client wishes to raise a dispute or disagreement regarding Goods, Materials, Services, Deliverables, installation or Works, it shall provide formal written notification to the Supplier within seven days of delivery, completion or the Client becoming aware of the matter, whichever is later.</p> <p>The notification shall include detailed particulars of the issue and the remedy sought. This Clause does not limit any statutory right or claim which cannot lawfully be limited.</p> <h3>16.2</h3> <p>The formal notification should be issued by an officer of senior standing and, where reasonably practicable, contain at least two signatories, one of whom should be a managing director or equivalent senior officer and one of whom should be a senior business representative.</p> <h3>16.3</h3> <p>The Supplier shall use reasonable endeavours to respond to the dispute or disagreement within seven days of receipt of the formal notification.</p> <h3>16.4</h3> <p>Any agreement to amend the Contract or resolve a dispute by varying its terms must:</p> <li>be recorded in writing;</li> <li>identify any exclusions or qualifications;</li> <li>be shared with all relevant parties; and</li> <li>be signed by an authorised director or authorised representative of each party.</li> <h3>16.5</h3> <p>The parties shall attempt in good faith to resolve any dispute through discussions between senior representatives before commencing court proceedings, except where urgent injunctive or protective relief is required.</p> <h2>17. Force Majeure</h2> <p>Neither party shall be liable for any failure to perform, or delay in performing, its obligations under the Contract where the failure or delay results from causes beyond its reasonable control, including:</p> <li>acts of God;</li> <li>acts of governmental or regulatory authorities;</li> <li>terrorism;</li> <li>natural catastrophe;</li> <li>fire, storm, flood or earthquake;</li> <li>riot, insurrection or civil disturbance;</li> <li>sabotage, embargo or blockade;</li> <li>acts of war;</li> <li>accident;</li> <li>pandemic or epidemic;</li> <li>lightning damage;</li> <li>electromagnetic or radio interference;</li> <li>strikes or industrial disputes;</li> <li>power or telecommunications failure;</li> <li>shortage or unavailability of labour, transport, materials, equipment or energy;</li> <li>failure or delay by a supplier, contractor, Distribution Network Operator or other third party; or</li> <li>any other cause beyond the affected party's reasonable control.</li> <p>The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effects of the Force Majeure Event.</p> <h2>18. General</h2> <h3>18.1 Assignment and other dealings</h3> <p>The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.</p> <h3>18.2 Client restrictions on assignment</h3> <p>The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the Supplier's prior written consent.</p> <h3>18.3 Subcontracting</h3> <p>The Supplier may subcontract or delegate any of its obligations under the Contract. The Supplier shall remain responsible for the performance of its subcontractors to the extent required by the Contract, but shall not be responsible for delay or default caused by a subcontractor or other third party to the extent permitted by Clause 13.</p> <h3>18.4 Severance and waiver</h3> <p>If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted to the minimum extent necessary, and the validity and enforceability of the remaining provisions shall not be affected.</p> <p>A waiver of any right or remedy under the Contract shall only be effective if given in writing and shall not constitute a waiver of any subsequent breach or default.</p> <h3>18.5 No partnership or agency</h3> <p>Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other or authorise either party to make or enter into commitments for or on behalf of the other.</p> <h3>18.6 Entire agreement</h3> <p>The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.</p> <h3>18.7 Third-party rights</h3> <p>The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.</p> <h3>18.8 Variation</h3> <p>Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.</p> <h3>18.9 Governing law</h3> <p>The Contract and any dispute or claim arising out of or in connection with it, 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.</p> <h3>18.10 Jurisdiction</h3> <p>Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, its subject matter or formation, including non-contractual disputes or claims.</p> <h3>18.11 Notices</h3> <p>Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or sent by email to the address or email address specified in the Quote, Estimate or Order or, in the case of the Supplier, to:</p> <p><strong>TTL Consultants Limited trading as Hawley Energy</strong> Clifton House Clifton Road Brighouse HD6 1SL Email: hello@hawleyenergy.co.uk</p> <p>A notice shall be deemed to have been received:</p> <li>if delivered by hand, at the time it is left at the relevant address;</li> <li>if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; or</li> <li>if sent by email, at the time of transmission, provided that no delivery failure message is received.</li> <p>If receipt would otherwise occur outside business hours, receipt shall be deemed to occur at 9.00 am on the next Business Day. For these purposes, business hours are 9.00 am to 5.30 pm on a Business Day.</p> <h3>18.12 Supply chain compliance and right to work</h3> <p>The Supplier shall comply with all applicable right to work legislation in respect of its own employees and workers.</p> <p>The Supplier shall include in its contracts with subcontractors, agency suppliers and other service providers appropriate written terms requiring compliance with right to work checks, prohibiting further subcontracting without the Supplier's prior written consent, permitting the Supplier to audit compliance, enabling the Supplier to suspend or terminate for breach, and requiring cooperation with Home Office investigations including the provision of supply chain information.</p> <p>Where the Client reasonably requires, the Supplier shall provide information reasonably necessary to enable the Client to demonstrate compliance with its own right to work and supply chain obligations, subject to confidentiality requirements.</p>