NIBE Pro Terms and Conditions

1. INTERPRETATION

1.1 Definitions:

Admission Date: the date on which NIBE admits the Installer as a member of the NIBE Pro Programme, in accordance with clause 3.7.

Application: the Installer's application to purchase Training from NIBE and to be a member of the NIBE Pro Programme, in accordance with clause 2.

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Charges: the sums payable for the Training.

Commissioner, controller, data subject, personal data, personal data breach, processor and processing: shall have the meaning given to them in the UK GDPR.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.

Contract: the contract between NIBE and the Installer in relation to the provision of Training and, subject to NIBE’s approval in accordance with clause 3.7, the NIBE Pro Programme, in accordance with these Conditions.

Data Protection Legislation: means:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Deposit: any deposit amount which may be payable by the Installer in accordance with clause 5.3.

Discount: the discount on NIBE Products available to some Installers in accordance with clause 6.3.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Full Training Course: Training which consists of all necessary LCL and NIBE training courses required within the industry, as updated from time to time in accordance with industry standards.

Installer: the limited company or sole trader who applies to NIBE to be a member of the NIBE Pro Programme and who may, subsequently, be a member of the NIBE Pro Programme.

Installer Data: any personal data of Installer employees, agents or contractors which is transferred to, shared with, made available to and/or otherwise processed by NIBE under the Contract.

Installer Default: has the meaning set out in clause 10.6.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

NIBE: NIBE Energy Systems Limited (registered in England and Wales with company number 05764775).

NIBE Code of Professional Standards: NIBE’s Code of Professional Standards, as specified in Schedule 1 of these Conditions.

NIBE Customer: any homeowner or person who purchases NIBE Products from the Installer.

NIBE Data: any personal data of NIBE employees, agents or contractors and/or NIBE Customers which is transferred to, shared with, made available to and/or otherwise processed by the Installer under the Contract.

NIBE Products: the NIBE products which Installers may supply to NIBE Customers (as specified in the product list on the NIBE Pro Portal).

NIBE Pro Interest Form: the booking form the Installer must complete as part of their Application, available on the NIBE website or via the following link: NIBE Pro Interest Form.

NIBE Pro Portal: the web portal on NIBE’s website accessible by Installers who are members of the NIBE Pro Programme.

NIBE Pro Programme: a membership and rewards programme operated by NIBE to which Installers can apply, as more specifically described in clause 6 and on NIBE’s website.

NIBE Pro Webshop: the webshop accessible via the NIBE Pro Portal where the Installer may redeem Points for Rewards.

Points: NIBE Pro Programme currency that can be earned by the Installer and redeemed for Rewards in accordance with clause 7.

Rewards: rewards, as specified on the NIBE Pro Webshop, which the Installer can claim in exchange for Points in accordance with clause 7.

Tier: a tier of the NIBE Pro Programme, with each Tier entitling Installers to a different set of benefits.

Training: a NIBE training course or training courses (more accurately described on NIBE’s website) which an Installer may apply to purchase from NIBE as part of its Application.

Training Acceptance Date: the date on which NIBE accepts the Installer’s application to purchase Training from NIBE, in accordance with clause 2.4.

Training Location: where the Training is to be provided in-person, the location at which NIBE will provide the Training to the Installer, as confirmed by NIBE to the Installer in writing.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Year: each period of twelve (12) months from 1st January to 31st December during the Contract.

1.2 Interpretation:

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

1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. BASIS OF CONTRACT

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

2.2 The Installer shall submit an Application to NIBE by:

2.2.1 where required by NIBE, paying the Deposit to NIBE in accordance with clause 5.2;

2.2.2 sending to NIBE a completed NIBE Pro Interest Form (via email); and

2.2.3 sending to NIBE evidence (via email and in a form satisfactory to NIBE) that the Installer satisfies the following criteria:

(a) possession of a valid MCS certificate (unless the Installer intends to obtain an MCS certificate as part of the Training);

(b) attainment of an NVQ in plumbing or an equivalent qualification (as determined by NIBE in its absolute discretion);

(c) possession of the following insurances (all with a reputable insurance company and, where applicable, to any minimum value specified by NIBE):

(i) employer’s liability insurance;

(ii) professional indemnity insurance; and

(iii) public liability insurance;

(d) possession of a valid energy efficiency or CIPHE low temperature heating and hot water qualification;

(e) possession of an Unvented Hot Water Storage and Safety Systems G3 Certificate;

(f) it is a registered company at Companies House;

(g) possession of a Water Regulations Advisory Scheme (WRAS) Certificate; and

(h) provision of written confirmation that it shall comply with the NIBE Code of Professional Standards.

2.3 The Application constitutes an offer by the Installer to purchase Training in accordance with these Conditions and to subsequently be considered as a member of the NIBE Pro Programme.

2.4 The Application shall only be deemed to be accepted when NIBE issues written acceptance of the Application, at which point the Contract shall come into existence (Training Acceptance Date). For the avoidance of doubt, NIBE’s acceptance of an Application under this clause 2.4 only amounts to an acceptance of the Installer’s application to purchase Training from NIBE and shall not in any way constitute approval of the Installer as a member of the NIBE Pro Programme.

2.5 The Installer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Installer that is inconsistent with these Conditions.

2.6 Any samples, drawings, descriptive matter or advertising produced by NIBE and any descriptions or illustrations contained on NIBE’s website and/or in NIBE's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Training and NIBE Pro Programme. They shall not form part of the Contract nor have any contractual force.

3. TRAINING

3.1 Subject to the Installer’s compliance with its obligations in clause 5, NIBE shall provide the Training to the Installer either remotely or in-person at the Training Location (at NIBE’s discretion) and in accordance with the description of such Training on NIBE's website and in any other NIBE sales or marketing material, in each case in all material respects.

3.2 NIBE shall use all reasonable endeavours to provide the Training on the dates specified in the Installer’s Application, but any such dates shall be estimates only and NIBE reserves the right to provide the Training on different dates (including but not limited to where there is (in NIBE’s reasonable opinion) an insufficient number of people to attend Training on any particular date(s)), provided it gives reasonable written notice to the Installer.

3.3 NIBE reserves the right to amend any element of the Training if necessary, in order to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training, and NIBE shall notify the Installer in any such event.

3.4 The Supplier warrants to the Customer that the Training will be provided using reasonable care and skill.

3.5 Upon completion of the Training, the Installer shall carry out a practical assessment to demonstrate the skills it has learnt as part of the Training, and the Installer’s performance shall be assessed by NIBE and a relevant regulatory body.

3.6 The Installer may give written notice to NIBE in order to request a change to the date of its practical assessment. NIBE shall use reasonable endeavours to accommodate any such request from the Installer, provided that, where the Installer gives less than ten (10) days’ written notice prior to the date of its practical assessment, the Installer shall be liable to pay NIBE a cancellation fee of £300 (three hundred pounds GBP).

3.7 Subject to the Installer’s successful completion of the Training and the practical assessment referred to in clause 3.5, NIBE shall determine (in its absolute discretion) whether to admit the Installer to the NIBE Pro Programme. NIBE shall give written notice of its decision to the Installer and, where NIBE decides to admit the Installer as a member of the NIBE Pro Programme, the Installer’s membership of the NIBE Pro Programme shall commence on the date of such notice (Admission Date).

3.8 Upon becoming a member of the NIBE Pro Programme, the Installer may:

3.8.1 apply directly to join the Renewable Energy Consumer Code (RECC); and/or

3.8.2 request NIBE to make an application to NAPIT on its behalf for MCS certification.

3.9 The Installer acknowledges and accepts that:

3.9.1 there are circumstances in which RECC membership and/or MCS certification may not be granted;

3.9.2 membership of the NIBE Pro Programme does not guarantee RECC membership and/or MCS certification; and

3.9.3 NIBE shall have no liability to the Installer if, for any reason, the Installer does not obtain RECC membership and/or MCS certification.

3.10 NIBE reserves the right, at any time, to terminate a Contract for the provision of Training and, where NIBE has already begun to provide such Training to the Installer, require the immediate removal of the Installer from such Training where, in NIBE’s reasonable opinion, the Installer has failed, is failing and/or will fail to comply with any reasonable instructions of NIBE, including but not limited in relation to:

3.10.1 health and safety; and

3.10.2 the handling of NIBE Products and/or components.

4. INSTALLER OBLIGATIONS IN RELATION TO TRAINING

4.1 The Installer shall:

4.1.1 ensure that the terms of its Application are complete and accurate;

4.1.2 co-operate with NIBE all matters relating to the Training;

4.1.3 provide NIBE with access to the Installer's premises, office accommodation and other facilities and/or such information and materials as NIBE may reasonably require in order to provide the Training and/or carry out of the practical assessment referred to in clause 3.5, and ensure that any such information provided under this clause 4.1.3 is complete and accurate in all material respects; and

4.1.4 comply with any additional obligations which NIBE may reasonably require from time to time in order to provide the Training.

4.2 The Installer may, by giving NIBE no less than seven (7) days’ written notice prior to the scheduled commencement date of the Training, cancel a Contract for the provision of Training.

4.3 If the Installer serves notice to cancel a Contract for the provision of Training in accordance with clause 4.2, NIBE shall promptly refund to the Installer any Charges it has paid to NIBE in respect of Training which it has not received.

4.4 If the Installer fails to serve notice to cancel a Contract for the provision of Training in accordance with clause 4.2, the Installer shall not be entitled to any refund in respect of any Charges it has paid to NIBE in respect of Training it has paid for but not yet received.

5. CHARGES AND PAYMENT 5. CHARGES AND PAYMENT

5.1 The Charges for the Training shall be calculated in accordance with the NIBE’s standard costs for such Training, as set out on its website and confirmed by NIBE when accepting the Installer’s Application in accordance with clause 2.4.

5.2 All sums payable under the Contract are exclusive of VAT or any relevant local sales taxes, which shall be charged in accordance with the relevant local regulations in force at the time of making the relevant taxable supply and shall be payable by the Installer after receipt of a valid VAT or local sales tax invoice.

5.3 The Deposit is a deposit against default by the Installer of payment of any Charges. Where NIBE requires the Installer to pay a Deposit, it shall notify the Installer in writing of the amount of such Deposit and invoice the Installer for the same. The Installer shall pay the Deposit to NIBE in accordance with clause 5.5. If the Installer fails to pay any Charges in accordance with the Contract, NIBE shall be entitled to apply the Deposit against such default. The Deposit (or balance of the Deposit) shall be refundable within a reasonable period of time following the Installer’s payment of all the Charges payable under the Contract.

5.4 NIBE may invoice the Installer the Charges for the Training on or at any time after the Training Acceptance Date. NIBE reserves the right to invoice the Installer for the Charges in instalments and charge a deposit.

5.5 The Installer shall pay each invoice submitted by NIBE:

5.5.1 within thirty (30) days of the date of the invoice and, in any event, before the scheduled commencement date of the Training; and

5.5.2 in full and in cleared funds to a bank account nominated in writing by the NIBE or via debit/credit card, and

time for payment shall be of the essence of the Contract.

5.6 NIBE may cancel a Contract for the provision of Training immediately on written notice to the Installer if the Installer has failed to pay the Charges in full in accordance with clause 5.5 prior to the scheduled commencement date of the Training.

5.7 The Installer acknowledges that if, for any reason, it is unable to attend the Training and does not cancel the Contract in accordance with clause 4.2, then it shall not be entitled to a refund of any Charges it has paid to NIBE.

5.8 If the Installer fails to make a payment due to the NIBE under the Contract by the due date, then, without limiting the NIBE's remedies under the Contract, the Installer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. NIBE PRO PROGRAMME 6. NIBE PRO PROGRAMME

6.1 From the Admission Date and subject to the Installer complying with all of its obligations under these Conditions, the Installer shall, for as long as it is a member of the NIBE Pro Programme and regardless of which Tier it belongs to, be entitled to:

6.1.1 be listed on NIBE’s website as a member of the NIBE Pro Programme;

6.1.2 use NIBE’s “NIBE Pro Installer” logo (or equivalent logo for different Tiers of the NIBE Pro Programme);

6.1.3 offer NIBE Customers a five (5) year guarantee in respect of NIBE Products, which can be increased to seven (7) years if the Installer is promoted to certain higher Tiers of the NIBE Pro Programme;

6.1.4 offer grants on NIBE Products as an MCS certified installer;

6.1.5 access the NIBE Pro Portal and NIBE Pro Webshop;

6.1.6 receive leads to NIBE Customers via NIBE’s website and NIBE’s presence at events;

6.1.7 access and use NIBE marketing materials available in the NIBE Pro Portal, solely in relation to its normal business operations;

6.1.8 access and use NIBE’s DIM sizing software, solely in relation to its normal business operations;

6.1.9 access the NIBE Pro e-learning platform;

6.1.10 earn Points and claim Rewards in accordance with clause 7; and

6.1.11 any other benefits of the NIBE Pro Programme listed on the NIBE Pro Portal (as updated by NIBE from time to time).

6.2 Where the Installer has purchased a Full Training Course and NIBE has subsequently decided to admit the Installer as a member of the NIBE Pro Programme, the Installer shall be entitled to apply a cumulative discount (equal to the total value of the Charges paid by the Installer for the Full Training Course (including any Deposit under clause 5.3)) against NIBE Products it purchases via the NIBE website (Discount). By way of example only, if the total Charges for the Full Training Course amount to £1,000 and the Installer applies the Discount against NIBE Products worth £300, the Installer will have a remaining Discount of £700 to apply against its future purchase of NIBE Products.

6.3 The Installer shall, once it is a member of the NIBE Pro Programme, have the opportunity to obtain additional benefits by being promoted to different Tiers.

6.4 NIBE shall specify the different Tiers and what benefits the Installer would be entitled to under each Tier on the NIBE Pro Portal.

6.5 NIBE may, at its discretion, promote the Installer to another Tier. NIBE shall specify in writing on the NIBE Pro Portal / NIBE website] the minimum criteria which the Installer must satisfy in order to be considered for promotion to a different Tier, such as (by way of example) undertaking additional training and/or registering the warranty of a specified minimum number of NIBE Products within a fixed period of time. The Installer acknowledges that NIBE retains the right to reject its application to be promoted to a different Tier, notwithstanding the Installer’s satisfaction of any minimum criteria specified by NIBE.

6.6 The Installer may apply for promotion to a different Tier at any time by notifying NIBE in writing and providing any evidence NIBE considers necessary in order to reach a decision on the Installer’s application for promotion.

6.7 NIBE shall consider any application made by the Installer for promotion to a different Tier and shall notify the Installer in writing of its decision within a reasonable period of time. Where NIBE decides, at its discretion, to promote the Installer to a different Tier, such promotion (and the Installer’s entitlement to any additional benefits associated with that Tier) shall become effective from the date of such notice issued by NIBE.

6.8 The Installer will remain in its current Tier until it is:

6.8.1 promoted to a different Tier in accordance with the process outlined in clauses 6.3 to 6.7 above; or

6.8.2 demoted by NIBE in accordance with clause 6.9.

6.9 NIBE may, at its discretion, demote an Installer to a lower Tier where:

6.9.1 the Installer is in breach of any of these Conditions and (where such breach is remediable) fails to remedy that breach within fourteen (14) days of being required to do so by NIBE; or

6.9.2 the Installer no longer satisfies any or all of the criteria specified in clause 2.2.3(a) to 2.2.3(g) (inclusive); or

6.9.3 the Installer has failed to meet the minimum criteria which the Installer would have had to satisfy in order to be considered for promotion to its current Tier (for example, the Installer fails to register the warranty of a minimum number of NIBE Products within a fixed period of time); or

6.9.4 the Installer has committed a crime, has become involved in any situation or activity and/or has done (or has failed to do) anything which tends (in the reasonable opinion of NIBE) to expose NIBE to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which NIBE is operating, or reflects unfavourably on NIBE’s reputation or the NIBE Products or if any act or conduct of the Installer shall prejudice the production or successful sales and exploitation of NIBE Products; or

6.9.5 NIBE has a right to terminate the Contract; or

6.9.6 NIBE (acting reasonably) has reason to believe that the Installer’s ability to perform its obligations under the Contract and/or to NIBE Customers is in jeopardy.

6.10 Where NIBE chooses to demote an Installer to a lower Tier, such demotion shall become effective immediately.

7. Rewards

7.1 The Installer shall earn Points whenever it registers the warranty of a NIBE Product on the NIBE Pro Portal. The number of Points attributable to each NIBE Product shall be set out on the NIBE Pro Portal.

7.2 NIBE shall allocate the requisite number of Points to the Installer’s account within a reasonable period of time of the Installer registering the warranty of a NIBE Product in accordance with clause 7.1.

7.3 The Installer shall claim Rewards by following the on-screen prompts in the NIBE Pro Webshop and redeeming the Points it has earned in return for the Rewards listed on the NIBE Pro Webshop.

7.4 All Rewards are subject to availability and NIBE reserves the right to change the Rewards available to the Installer without notice. The Installer acknowledges that it is its responsibility to review the NIBE Pro Webshop in order to ascertain what rewards are available to it at any one time.

7.5 NIBE shall provide the Installer with the Rewards the Installer has claimed within a reasonable period of time, dependent on the nature of the Rewards being claimed.

7.6 The Installer acknowledges that any Points it earns within a given Year must be redeemed for Rewards within the same Year. The Installer shall not be able to use any Points it has earned in a previous Year in order to claim a Reward in a subsequent Year.

7.7 The Installer must not in any way fraudulently or dishonestly claim or attempt to claim any Rewards.

7.8 No one other than the Installer can use its Points to claim Rewards. The Installer acknowledges that it cannot assign or otherwise transfer any rights it has in its Points to any third party.

8. INSTALLER OBLIGATIONS IN RELATION TO NIBE PRO PROGRAMME

8.1 The Installer shall, so long as it is a member of the NIBE Pro Programme:

8.1.1 comply with the NIBE Code of Professional Standards;

8.1.2 ensure all information it provides to NIBE is accurate and up-to-date and notify NIBE in writing of any changes to the Installer’s details included on NIBE’s website;

8.1.3 maintain all insurances specified in clause 2.2.3(c);

8.1.4 maintain and, where applicable, apply to RECC, NAPIT and/or any other quality trading standards scheme for reassessment, in respect of all necessary accreditations, qualifications, licences, permissions and consents which may be required in order for the Installer to be a member of the NIBE Pro Programme;

8.1.5 be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the NIBE Pro Portal and the NIBE website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Installer's network connections or telecommunications links or caused by the internet;

8.1.6 keep its log-in details to the NIBE Pro Portal and NIBE Pro Webshop confidential and not disclose such log-in details to any third party;

8.1.7 not access, store, distribute or transmit any Viruses, or any material during the course of its use of the NIBE Pro Portal, NIBE Pro Webshop or the NIBE website that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and NIBE reserves the right, without liability or prejudice to its other rights to the Installer, to disable the Installer's access to any material that breaches the provisions of this clause.

8.2 The Installer shall, in order for NIBE to verify that the Installer still satisfies all the criteria for membership of the NIBE Pro Programme:

8.2.1 permit NIBE and/or its professional advisers, on reasonable notice, to access the Installer's premises, personnel, systems and relevant records;

8.2.2 provide NIBE and/or its professional advisers with all reasonable co-operation, access and assistance in relation to such audit;

8.2.3 permit NIBE and/or its professional advisers to take copies of any records which they reasonably require and remove such copies and the Installer shall provide the necessary facilities to assist in copying free of charge.

8.3 The Installer shall not:

8.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the NIBE Pro Portal, NIBE Pro Webshop and/or NIBE website (as applicable) in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the NIBE Pro Portal, NIBE Pro Webshop and/or NIBE website; or

8.3.2 access and/or use all or any part of any of the benefits of the NIBE Pro Programme in order to build a product or service which competes with NIBE; or

8.3.3 use any of the benefits of the NIBE Pro Programme to provide services to third parties other than NIBE Customers; or

8.3.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make any of the benefits of the NIBE Pro Programme available to any third party, or

8.3.5 attempt to obtain, or assist third parties in obtaining, access to the NIBE Pro Portal, NIBE Pro Webshop and/or NIBE website; or

8.3.6 introduce or permit the introduction of, any Virus into the NIBE Pro Portal, NIBE Pro Webshop, the NIBE website and/or NIBE’s network and information systems.

9. DATA PROTECTION

9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

9.2 The parties have determined that, for the purposes of Data Protection Legislation:

9.2.1 the Installer shall process the NIBE Data as processor on behalf of NIBE; and

9.2.2 NIBE shall act as controller of the Installer Data

9.3 If the determination in clause 9.2 changes, the parties shall use all reasonable endeavours to make any changes that are necessary to this clause 9.

9.4 Without prejudice to clause 9.1, NIBE shall process all Installer Data strictly in accordance with its Installer Privacy Policy available at [INSERT HYPERLINK].

9.5 Without prejudice to clause 9.1, the Installer shall, in relation to NIBE Data:

9.5.1 process that personal data only for the purposes of performing its obligations under the Contract and otherwise on the documented written instructions of NIBE, unless the Installer is required by applicable laws to otherwise process that NIBE Data. Where the Installer is relying on applicable laws as the basis for processing NIBE Data, the Installer shall promptly notify NIBE of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Installer from so notifying NIBE on important grounds of public interest. The Installer shall immediately inform NIBE if, in the opinion of the Installer, the instructions of NIBE infringe Data Protection Legislation;

9.5.2 implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of NIBE Data and against its accidental loss, damage or destruction, including inter alia as appropriate:

(a) the pseudonymisation and encryption of NIBE Data;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c) the ability to restore the availability and access to NIBE Data in a timely manner in the event of a physical or technical incident; and

(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

9.5.3 ensure and procure that that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

9.5.4 promptly assist NIBE, at the Installer's expense, in responding to any request from a data subject and in ensuring compliance with NIBE's obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with the Commissioner, supervisory authorities or other regulators and, in particular, the Installer shall promptly notify NIBE if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of NIBE Data;

9.5.5 notify NIBE without undue delay (and in any event within 24 hours) after becoming aware of a personal data breach;

9.5.6 at the written direction of NIBE, delete or return to NIBE all NIBE Data on termination or expiry of the Contract, and certify to NIBE in writing it has done so, unless the Installer is required by applicable law to continue to process that NIBE Data, in which case the Installer shall promptly notify NIBE, in writing, of what that applicable law is and shall only be permitted to process that NIBE Data for the specific purpose so notified, and all other requirements set out in this clause 9 shall continue to apply to such NIBE Data notwithstanding the termination or expiry of the Contract for as long as such NIBE Data is processed by the Installer. For the purposes of this clause 9.5.6 the obligation to "delete" data includes the obligation to delete data from back-up systems as well as live systems; and

9.5.7 maintain adequate records, and, on NIBE’s request, make available such information as NIBE may reasonably request, and allow for and submit its premises and operations to audits, including inspections, by NIBE or NIBE’s designated auditor, to demonstrate its compliance with Data Protection Legislation and this clause 9.

9.6 The Installer shall not, without the prior written consent of NIBE (and in any event subject to the Installer providing NIBE with reasonable evidence that such activity is being undertaking in full compliance with Data Protection Legislation):

9.6.1 appoint or replace (or change the terms of the appointment of) any other processor in relation to NIBE Data or transfer any NIBE Data to the same; or

9.6.2 carry out, via itself or via any other processor, any processing of NIBE Data, or transfer any NIBE Data, outside of the UK, including processing NIBE Data on equipment situated outside of the UK.

9.7 Either party may, at any time on not less than thirty (30) days' notice, revise clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

9.8 The Installer shall indemnify and keep NIBE indemnified from and against any and all costs, damages and expenses of any kind arising from any claim or demand brought by any person, data subject, Commissioner or supervisory authority as a result of any breach or alleged breach by the Installer of any Data Protection Legislation or its obligations under liability for losses arising from breaches of this clause 9.

10. LIMITATION OF LIABILITY

10.1 For the avoidance of doubt, NIBE:

10.1.1 does not warrant that the provision of access to the NIBE Pro Portal, NIBE Pro Webshop and/or the NIBE website will be uninterrupted, secure or free from Viruses;

10.1.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Installer acknowledges that the its access to elements of the NIBE Pro Portal, NIBE Pro Webshop and/or the NIBE website may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

10.1.3 provides the NIBE Pro Portal, NIBE Pro Webshop and the NIBE website to the Installer on an "as is" basis.

10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

10.2.1 death or personal injury caused by negligence;

10.2.2 fraud or fraudulent misrepresentation; or

10.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.3 Subject to clause 10.2, NIBE shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:

10.3.1 loss of profits;

10.3.2 loss of sales or business;

10.3.3 loss of agreements or contracts;

10.3.4 loss of anticipated savings;

10.3.5 loss of use or corruption of software, data or information;

10.3.6 loss of or damage to goodwill; or

10.3.7 indirect or consequential loss,

howsoever arising under or in connection with the Contract.

10.4 Subject to clauses 10.2, 10.3 and 10.6, NIBE's total aggregate liability to the Installer arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise shall not exceed the total Charges paid or payable by the Installer under the Contract.

10.5 The Supplier has given commitments as to compliance of the Training with relevant specifications in clause 3 In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.6 If NIBE’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Installer or failure by the Installer to perform any relevant obligation (Installer Default):

10.6.1 without limiting or affecting any other right or remedy available to it, NIBE shall have the right to suspend provision of the Training until the Installer remedies the Installer Default, and to rely on the Installer Default to relieve it from the performance of any of its obligations in each case to the extent the Installer Default prevents or delays NIBE’s performance of any of its obligations;

10.6.2 NIBE shall not be liable for any costs or losses sustained or incurred by the Installer arising directly or indirectly from NIBE’s failure or delay to perform any of its obligations as set out in the Contract; and

10.6.3 the Installer shall reimburse NIBE on written demand for any costs or losses sustained or incurred by NIBE arising directly or indirectly from the Installer Default.

10.7 This clause 10 shall survive termination of the Contract.

11. TERMINATION

11.1 Without limiting its other rights or remedies, NIBE may terminate this Contract with immediate effect by giving written notice to the Installer if:

11.1.1 the Installer is in breach of any of these Conditions and (where such breach is remediable) fails to remedy that breach within fourteen (14) days of being required to do so by NIBE; or

11.1.2 the Installer no longer satisfies any or all of the criteria specified in clause 2.2.3(a) to 2.2.3(g) (inclusive); or

11.1.3 the Installer has committed a crime, has become involved in any situation or activity and/or has done (or has failed to do) anything which tends (in the reasonable opinion of NIBE) to expose NIBE to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which NIBE is operating, or reflects unfavourably on NIBE’s reputation or the NIBE Products or if any act or conduct of the Installer shall prejudice the production or successful sales and exploitation of NIBE Products; or

11.1.4 the Installer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

11.1.5 the Installer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

11.1.6 the Installer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

11.1.7 NIBE (acting reasonably) has any other reason to believe that the Installer’s ability to perform its obligations under the Contract and/or to NIBE Customers is in jeopardy.

11.2 Without limiting its other rights or remedies, NIBE may suspend the provision of the Training and/or the Installer’s membership of the NIBE Pro Programme the NIBE if any of the events listed in clause 11.1.1 to clause 11.1.7 occur, or the NIBE reasonably believes that any such events are about to occur, or if the Installer fails to pay any amount due under this Contract on the due date for payment.

11.3 Without limiting its other rights or remedies, NIBE may terminate the Contract:

11.3.1 at any time for convenience, on one (1) month's written notice to the Installer; or

11.3.2 with immediate effect by giving written notice to the Installer if the Installer fails to pay any amount due under the Contract on the due date for payment.

11.4 On termination of the Contract for any reason:

11.4.1 the Installer shall immediately pay to NIBE all of NIBE's outstanding unpaid invoices and interest;

11.4.2 the Installer shall, at NIBE’s option, promptly complete any contracts it has in place with NIBE Customers at the effective date of termination of the Contract; and

11.4.3 the Installer shall immediately lose all and any Points that it has earned during the current Year but has not yet exchanged for any Reward.

11.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

12. FORCE MAJEURE

12.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.

12.2 Where a party is prevented or delayed in the performance of its obligations as a result of a Force Majeure Event, then subject to clause 12.3, the time for performance of its obligations shall be extended accordingly and if the period of delay or non-performance caused by the Force Majeure Event continues for four (4) weeks, the party not affected may terminate the Contract by giving written notice to the affected party.

12.3 Where, due to a Force Majeure Event, NIBE is unable to provide Training to the Installer on the date(s) it has scheduled to provide such Training:

12.3.1 NIBE shall notify the Installer in writing as soon as reasonably practicable and propose an alternative date on which to provide such Training; and

12.3.2 the Installer shall notify NIBE in writing as soon as reasonably practicable that:

(a) it is agreeable to the proposed change to the date(s) on which the Training shall be provided, in which case the Contract shall be deemed to be amended accordingly; or

(b) it wishes to terminate the Contract, in which case NIBE shall promptly refund to the Installer any Charges it has paid to NIBE in respect of Training which it has not received.

13. GENERAL

13.1 Assignment and other dealings.

13.1.1 NIBE may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

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

13.2 Confidentiality.

13.2.1 Each party undertakes that it shall not at any time during the Contract and for a period of two (2) years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.2.

13.2.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.2.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13.3 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.7 Notices.

13.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):

NIBE: nibepro@nibe.co.uk; and

Installer: the email address provided in the Installer’s Application.

13.7.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

13.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.8 Third party rights. 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.

13.9 Governing Law & Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

SCHEDULE 1 NIBE CODE OF PROFESSIONAL STANDARDS

The Installer shall:

• be the point of contact with all NIBE Customers;

• perform all its services professionally, competently and responsibly;

• comply with all relevant UK regulations, standards and codes of practice;

• install and commission all NIBE Products in accordance with all of NIBE’s installation manuals and procedures;

• where applicable, complete a benchmark check list for NIBE Products;

• fully demonstrate the operation of NIBE Products and related systems to NIBE Customers;

• register NIBE Products on the NIBE Pro Portal within twenty eight (28) days of installation;

• reply to NIBE Customer enquiries in relation to NIBE Products in a quick and proficient manner;

• keep up to date with developments in the NIBE Product range and the UK plumbing and heating industry;

• attend and complete further training as required by NIBE, including but not limited to completion of NIBE e-learning modules; and

• design systems so that NIBE Products operate at a minimum SCOP of 3.1 for GSHP and 2.7 for ASHP.