1. Introduction and interpretation

1.1 The definitions in these terms and conditions apply to the terms and conditions throughout this; document, the Proposal and the Contract.

(a) ‘We’, ‘us’ and ‘our’ means Step Energy Ltd (Step Energy) a company incorporated and registered in England and Wales with company number is 14400958 whose registered office Stepnell House.

(b) ‘You’ and ‘your’ means the Client or Employer named in this document, the Proposal or Contract or Order.

(c) Completion means the installation of the Services at the property and the demonstration to you of the operational availability of the Services in accordance with the Proposal but excluding any minor faults which do not affect the operational availability of the Services, which we will endeavour to address as soon as practicable after Completion;

(d) The Proposal: means the proposal or quotation to which these conditions are attached

(e) The Contract: means the contract made between the Client and Step Energy for which the services are required

(f) Order: Your order for the Goods and Installation in the form of signed copy of an agreement between the parties or an instruction to proceed received via email or post.

(g) The Client: means the individual or the organisation to whom the Proposal is addressed

(h) The Services: means the services which are to be provided by Step Energy as described in the Proposal or Contract or Order. This includes documents issued by Step Energy which define the services to be provided and the price payable for the Services.

(i) Goods: means all equipment and software supplied as part of the Service including all system components

(j) Price: means the price specified in the Proposal or Contract or subsequently agreed between the parties.

(k) Energy Performance Certificate: means the certificate demonstrating the results of the Energy Performance Survey.

(l) Energy Performance Survey: means a survey carried out to assess the energy performance rating of a building or buildings.

(m) Event Outside Our Control: means a Force Majeure event in accordance with clause 10.

(n) Feed-in Tariff: means the government backed scheme which gives financial rewards to households who generate their own renewable electricity, introduced under powers in the Energy Act 2008

(o) Feed-in Tariff Payment: means payments made under the Feed-in Tariff.

(p) Final Payment: shall have the meaning set out in clause 4.2.3(d)

(q) Installation: Shall have the meaning set out in clause 8.1.1

(r) Terms: the terms and conditions set out in this document.

(s) Timetable: shall have the meaning set out in clause 5.3.

(t) Written Notice: shall have the meaning set out in clause 15.

1.2 The following provisions will apply to the interpretation and construction of this Agreement.

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes faxes and emails

1.3 In these conditions;

(a) Reference to a statute or statutory provision includes a reference to it as from time to time amended extended or re-enacted.

(b) Words denoting the singular number only include the plural and vice versa

(c) Unless the context otherwise requires reference to a clause is to a clause of these conditions

(d) The headings are inserted for convenience only and do not affect the interpretation of these conditions.

1.5 These terms and conditions shall apply to the Contract or Order for the Services described in our Proposal to the exclusion of all other terms and conditions including any terms or conditions which you may purport to apply under any quotation, form, invoice, order or other similar document. Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be of no effect unless agreed by us in writing.

2. Property Ownership

2.1 The Proposal has been prepared and we will enter into any Contract or Order on the strict understanding that you are the legal owner of the property where the services are to be carried out. We reserve the right to verify ownership of the property and you agree that, if requested by us to do so, you will co-operate with these enquiries to include but not limited to providing all such information and/or documentation as we require in order to verify ownership of the property.

3. Installation

3.1 We will deliver the Services referred to in the Proposal and carry out the work as described therein.  Step Energy actively promotes the continuous improvement of its products. We therefore reserve the right to incorporate modifications of a minor or technical nature to the Services which are being provided.

3.2 We will use reasonable efforts to carry out the Installation on the date advised, but may need to rearrange an installation date in which case we will inform you as soon as practicable. It is not a condition of this document, Contract or Order that we must provide the installation on the estimated date.

3.3 We will have no liability for any damage to your Property, or for any delays, caused by any extra works that you have arranged.

3.4 If you need to change the date for the Installation you must inform us as soon as practicable and we will try to arrange an alternative date. Dates which may incur a rescheduling fee.

3.5 Notwithstanding the foregoing, Step Energy will have no liability for any delay in Installation due to Events Outside Our Control.

3.6 Following Completion of the Services we will provide a ‘Completion Form’ to record that the Services have been completed. You will be invited to countersign the ‘Completion Form’ to signify agreement and to confirm that you have been informed how the services operate should be maintained.

4. Price and Payment

4.1 The price shall be as stated in the Proposal. All figures exclude VAT unless otherwise stated.

4.2 Our payment terms, to include any changes, are as follows;

4.2.1 – PV Panels

(a) –50% upon acceptance of the Proposal or issue of Contract or Order.

(b) – 50% upon delivery to the works or to Step Energy offsite.

4.2.2 When we place an order for PV Panels, it is not possible to cancel the order or reduce the quantity ordered and you will be liable for payment of the PV Panels in their entirety.

4.2.3 – Generally

(a) 25% upon acceptance of the Proposal or issue of Contract or Order.

(b) 35% On agreement/completion of detailed designs or 14 Days prior to installation start date.

c) 40% on completion of Installation and commissioning (final payment)

(d) No deductions for retentions shall be undertaken.

(e) In some cases we may require additional payments prior to delivery of equipment to site. We will inform you where this situation applies.

4.2 Our payment terms are 14 days from date of our invoice.

4.3 In the event of late payment, statutory interest will become due at 8% above the Bank of England base rate at the time the payment was due.

5. Programme and Services

5.1 The estimated time for delivery of the Services is stated in the Proposal. Unless otherwise agreed in writing between us, time shall not be of the essence.

5.2 We will agree an intended installation date with you (“the Proposed Installation Date”) which shall be indicative and subject to:

(a) obtaining the appropriate grid-connection permissions required from the distribution network operator;

(b) obtaining the appropriate planning permissions (which are your responsibility unless otherwise stated in the Proposal);

(c) availability of our staff and any third party contractors; and

(d) availability of goods, materials and equipment

5.3 Upon satisfactorily addressing 5.1 (a) – (d) we shall propose a date to commence installation and a period to complete the Services.

5.4 Any preparatory work or arrangements to be carried out by you beforehand, must be carried out by a competent person and completed by the agreed date. If these conditions are not met, such that we cannot carry out the work on the agreed dates, then we reserve the right to seek reimbursement of any additional costs.

5.5 You will provide free of charge the following;

(a) a safe and comfortable working environment.

(b) Provision of water, washing facilities and toilets;

(c) Mains Electricity supply

(d) Adequate storage space and ease of safe access to working areas.

(e) Unfettered access to carry out of the Services

5.7 Any additional site visits requested by you that a change from that set out in the Proposal will be subject to an additional minimum £650/day fee per person (excluding travel costs).

5.8 The Services to be provided by us are as defined in the Proposal. No materials will be ordered or allocated until either the Proposal is accepted in writing and / or an Order or Contract is in place.

5.9 The scope of works is as shown in the Proposal. Step Energy is not responsible for the accuracy of the PV system layout created using drawings and information provided by you. Where such drawings or information is inaccurate and the proposed panel layout cannot be accommodated, you are liable for our reasonable costs associated with amending the panel layout or any changes to the Proposal.

5.10 Services will conform to the agreed specifications where possible and shall be performed with reasonable skill care in accordance with accepted professional standards. It is accepted by you that there exists no obligation upon Step Energy, implied or otherwise, for ‘any fitness for purpose obligation’ in respect of any Services to be undertaken by Step Energy.

5.11. Step Energy will make every effort to install the system as specified and on the date agreed. In cases where equipment is not available we may need to replace equipment with equivalently priced products of the same quality.

5.12 The Services exclude changes to your electricity metering arrangements or any authorisations for the installation of our system on your property. You are responsible for making these arrangements, obtaining these authorisations and for paying any associated charges. We accept no liability whatsoever for unauthorised use of a grid connected electricity generating system or any delays to your programme caused by changes to your electricity metering.

6. Access

6.1 You agree to provide reasonable access to enable the Installation to be carried out and completed.

6.2 In the event that further work is required to complete the Installation to your satisfaction e.g. snagging, you agree to provide such reasonable access as we may require to enable this work to be carried out at all reasonable times, including at weekends and on bank holidays and to permit, without charge, access to an electricity supply on site.

7. Delivery, title and responsibility

7.1 Delivery for Services shall be agreed between us. Unless otherwise agreed, you will be responsible for the secure and safe storage of any Services which are delivered. Our price is on an ex works basis.

7.2 The Services will be your responsibility from the time of the Installation of each component.

7.3. Legal and beneficial ownership of all Services shall remain vested in Step Energy until payment in full of the Services detailed in this Proposal. You must identify those Services where payment has not been made in full, as being distinct from your property. You cannot sell or otherwise transfer legal or beneficial ownership of such Services, until ownership has transferred to you. You have full licence to make use of the goods in your business, but at any time at which payment of;

(i) the invoice relating to those goods and any other invoice is late for payment or

(ii) that you are subject to any form of insolvency or to any debt recovery action or occurrence,

then we may without notice recover possession of the goods. For this purpose, you hereby irrevocably licence Step Energy Ltd. and its agents to enter the property (or the property where are goods are installed) and (as far as reasonably necessary) to disassemble any machinery.

7.4 You undertake to obtain equivalent licences for any third party on whose property the goods will be sited and agree to indemnify the failure to obtain such licences, or otherwise from Step Energy to recover any Services in accordance with this clause

8. Documents, Warranties and Disclaimers

8.1 Goods and equipment Warranty

8.1.1 We warrant that on Installation, and for a period of 12 months after the date of installation (the “Goods Warranty Period”), the Goods shall:

(a) conform in all material respects with the manufacturer’s specification;

(b) be of satisfactory quality;

(c) be free from material defects in design, material and workmanship;

(d) comply with the applicable statutory and regulatory requirements

8.1.2 This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms.

8.1.3 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.

8.1.4 These Terms apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.

8.1.5 We warrant that all of the Goods installed are MCS approved.

8.2 Installation Warranty

8.2.1 We will install the Goods in accordance with the Proposal and the Timetable, subject to any amendments made in accordance with the Terms (“the Installation”).

8.2.2 We aim to complete the Installation on time. However, there may be delays due to an Event Outside Our Control. See clause 10 for our responsibilities when an Event outside our control happens.

8.2.3 We may have to suspend the Installation if we have to deal with technical problems, or make improvements or additions agreed between us in writing. We will contact you to let you know in advance if this occurs, unless the problem is urgent or in an emergency.

8.2.4 We warrant that for a period of 2 years following the Installation (“the Installation Warranty Period”) all works carried out by us will be of satisfactory quality.

8.2.5 This warranty does not apply to any defect in the Installation arising from the following: fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend or contrary to any guidance supplied by the manufacturer, you fail to follow our instructions, carry out any maintenance or you carry out alterations or repairs without our prior written approval.

8.2.6 This warranty is in addition to your legal rights in relation to the Installation which is faulty or which otherwise do not conform with these Terms.

8.2.7 In the unlikely event that you believe the Installation is not carried out with reasonable skill and care you must let us know as soon as possible and within 30 days of any issue being reasonably apparent. We will inspect the Installation works on a date agreed between us and upon confirmation that the problems identified with the Installation are due to a lack of reasonable skill and care by us, we will repair the Installation works.

8.2.8 You will not have to pay us to repair the Installation works if carried out in accordance with this clause 8.2.7

8.2.9 We will not enter into any collateral warranty unless you have advised us prior to the date of the Contract that a collateral warranty will be required. Sufficient time shall be allowed for negotiating any warranty.

8.2.10 Any additional warranty provided by us relating to the Services is stated in the Proposal. We will also pass on to you the benefit of any warranty given by the manufacturer of the Goods.

8.3 Energy Performance Certificate

8.3.1 If requested by you, we will carry out an Energy Performance Survey.

8.3.2 The Energy Performance Certificate will be provided to you within a reasonable time, normally 5 working days of receipt by us of the Final Payment.

8.3.3 Where an Energy Performance Certificate is provided by another part, we are not responsible for its results or production and will not accept responsibility for any failure to register the Services for the Feed-in Tariff due to the results produced in that certificate.

8.4 MCS certificate

8.4.1 We will provide a MCS certificate within a reasonable time following our receipt of the Final Payment (normally 5 working days), or within a timescale as agreed between and confirmed in writing.

8.5 Feed In Tariff

8.5.1 We are not responsible for registration with the Feed-in Tariff scheme or for any failure to successfully apply for this scheme where we have acted in accordance with these Terms.

8.5.2 We are not responsible for any loss of Feed-in Tariff payments including any period the system is inoperative due to fault or system failure.

8.6 Standard energy prediction disclaimer

8.6.1 It is not possible to predict with certainty or guarantee, the performance of solar PV systems due to the variability in the amount of solar radiation (sunlight) from location to location and from year to year. This estimate is based upon the Government’s standard assessment procedure for energy rating of buildings (SAP 2009) and is given as guidance only and should not be considered as a guarantee.

9. Communication devices

9.1 Goods that we install may interface with your or third party owned equipment such as computers or mobile devices. We are not responsible for compatibility between such equipment and the Goods installed.

9.2 We will attempt to connect any of the Goods that require protocols such as a Bluetooth, Zigbee or IP or similar connection to operate (“the Communication Devices”) as part of our standard Installation process.

9.3 In the event of issues with the connection on any communication devices due to the distance of the connection or the construction of your property, we reserve the right to charge reasonable additional amounts to address connection problems.

9.4 We may suggest measures or provide software support in relation to Bluetooth Devices, but are under no obligation to do so.

10. Events outside our control

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (a “Force Majeure Event”).

10.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:

(a) unavailability of the Goods or equipment necessary for Installation from our suppliers

(b) strikes, lock-outs or other industrial action;

(c) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(d) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(e) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(f) impossibility of the use of public or private telecommunications networks;

(g) the acts, decrees, legislation, regulations or restrictions of any government.

(h) pandemic or epidemic including but not limited to COVID-19: any current or future outbreak or pandemic of COVID-19 or any coronavirus or variation thereof, including any new strain, whether such outbreak or pandemic occurs in isolation or multiple waves

(i) weather conditions that in our reasonable opinion will make the Installation unsafe

10.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and We will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

11. Damage, defective goods and returns

11.1 In the unlikely event that the Goods do not conform to the relevant standards as set out in clause 8.6 during the Goods Warranty Period, you must let us know as soon as possible (and within 30 days of any issue being reasonably apparent). We will inspect the Goods on a date agreed between us and if it is confirmed that the Goods do not conform with the relevant standards in clause 8.6 We will either:

(a) replace the Goods; or

(b) repair the Goods.

(c) in some cases if we are unable to replace the Goods with an identical model we will replace the Goods with an equivalent product.

11.2 These Terms will apply to any repaired or replacement Goods we supply to you.

11.3 We will make good damage to your property caused by us in the course of the Installation where you notify us of such damage within 30 days of Completion. We are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover in the course of installation by us.

12. Limitation of Liability

12.1 We will not be liable to you if we are prevented or delayed from complying with our obligations under the Contract by anything you or anyone acting on your behalf does or fails to do.

12.2 We will have no liability for any liability caused or contributed to by your continued use of the Services after any defect and/or damage to the Services has become apparent or suspected or should reasonably have become apparent to you.

12.3 We will have no liability for defects in the Installation and/or System caused or contributed to by you to the extent so caused and/or contributed.

12.4 We will have no liability to you except for those caused by any breach of this Contract by us.

12.5 We will have no liability to you for any liability neither you nor we could foresee at the date of this Contract.

12.6 We shall have no Liability to you for any:

12.6.1 Consequential losses;

12.6.2 Loss of profits and/or damage to goodwill;

12.6.3 Economic and/or other similar losses; and/or

12.6.4 Special damages and/or indirect losses.

12.7 Our total Liability to you in relation to this Contract shall not exceed 125% of the total price of the System supplied to you under this Contract.

12.8 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

12.9 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

i) Liability in contract (including fundamental breach);

ii) Liability for breaches of any duty of care (including negligence);

iii) Liability for breach of laws imposing obligations on us; and

iv) Liability for any breach of common law; except for clause 12.7 above which shall apply only once in respect of all of the types of the said types of liability.

12.10 You will where reasonable give us a reasonable opportunity to remedy any matter for which we are liable before you incur any costs and/or expenses in remedying the matter yourself. If you do not do so we shall have no liability to you for that matter.

12.11 You will where reasonable provide us with written evidence of any claims for which you allege we are liable together with written details of how the loss was caused by us and the steps you have taken to mitigate the loss before we shall have any Liability for the claim by you.

12.12 The limitations in these terms are necessary in order to allow us to provide the Services at their current prices.

12.13 Our liability to you is such that we do not exclude or limit in any way liability for:

(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

(e) defective products under the Consumer Protection Act 1987.

13. Cancellation

13.1 You may cancel the Order and receive a full refund of your deposit, subject to clause 4.2.2, (provided work, including design, has not commenced and no Goods have been ordered by us) by sending Written Notice no later than 14 working days from either,

(a) acceptance of the Proposal

(b) issue of the Order

(c) issue of the Contract

13.2 You may at any time after the Services have commenced, but have reached Completion, amend or cancel the Services by providing us with Written Notice. If you amend or cancel the Services in accordance with this clause, your liability to us shall be limited to payment to us of all costs we reasonably incur (inclusive of payments as clause 4.2.2), until the date that we receive your amendment or cancellation.

13.3 We reserve the right to cancel the Services when

(a) it is deemed by us that a health and safety risk is present

(b)  you fail to do any of the things you need to do and this prevents us from carrying out the Installation, or makes the Services more difficult to carry out.

13.4 If we issue a Written Notice to cancel the Contract, we will:

a) set out the reasons for the cancellation in our letter; and

b) refund the Deposit (less costs relating to work we have carried out including clause 4.2.2).

14. Personal information

14.1 We will utilise your contact information to personalise our communications with you and to inform you of products, services and offers we consider may be of interest to you. We may contact you by post, e-mail, or telephone for these purposes, if you have provided this information.

14.2 If we sell our business and/or assets, we may transfer information you have provided to us to any purchaser(s) of our business and/or assets.

14.3 If you do not consent to your information to be used for these purposes, please notify us as provided within clause 15.

15. Notices and Communications

15.1 You can write to us by email at ‘stepenergy@stepnell.co.uk’.

15.2 Where a clause in these Terms requires you to provide us with notice in writing you can send this by e-mail at ‘stepenergy@stepnell.co.uk’ or by hand or by pre-paid post to Step Energy at Stepnell House Lawford Road, Rugby, CV21 2UU.

15.3 If We have to contact or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you have provided and /or the registered address retained by Companies House.

16. Generally

16.1 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

16.2 These Terms shall be governed by English law and the non-exclusive jurisdiction of the English courts.