These Terms apply to the supply of Equipment or Accreditation to You. Please read these Terms carefully and make sure that You understand them, before purchasing membership or booking Equipment. Please note that before placing an order You will be asked to agree to these Terms, if You refuse to accept these Terms, You will not be able to order from Our Site.
[You should print a copy of these Terms [or save them to Your computer] for future reference.]
We amend these Terms from time to time as set out in clause 11. Every time You order from Our Site, please check these Terms to ensure You understand the terms which will apply at that time. These Terms were most recently updated on 12/10/2016.
These Terms, and any Contract between Us, are only in the English language.
1. Information about Us
- We operate the website http://www.iie.uk.com. We are Peterborough Environment City Trust, a company limited by guarantee registered in England and Wales under company number 2834975 with Our registered office at The Green House, 4-6 Cowgate, Peterborough PE1 1NA and registered charity number 1023929. Our VAT number is 219755677.
- Contacting Us. You may contact Us by telephoning Our customer service team at 01733 882544 or by e-mailing Us at email@example.com. If You wish to give Us formal notice of any matter in accordance with these Terms, please see clause Error: Reference source not found.
- 2.2 Construction. In these Terms, the following rules apply: The following definitions shall apply in these Terms:
Accreditation: accreditation to the scheme operated under the name “IiE”.
Accreditation Specification: any specification in respect of the Accreditation (including any relevant plans, documents or drawings) that is provided by Us to You and agreed in writing from time to time.
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 3.2.
Equipment: the equipment (or any part of it) set out in the Order Form loaned by Us to You.
IiE: the scheme operated by Us called “Investors in the Environment”.
IiE Member: the firm, person or organisation who is a member of IiE and who has paid the Membership Fees.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Membership Fees: has the meaning set out in clause 10.1 below.
Order Form: the [online] Order Form for the supply of Equipment.
Resource Library: the resource library setting out the Equipment maintained by Us in respect of IiE.
Specification: in relation to Equipment, any specification for the Equipment (including any relevant plans or drawings) provided by Us to You and agreed in writing between us from time to time.
Materials: has the meaning set out in clause 9.7.
You: the person, firm, company or organisation who loans the Equipment from Us.
- 2.2 Construction. In these Terms, the following rules apply:
- 2.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- 2.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
- 2.2.3 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;
- 2.2.4 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
- 2.2.5 a reference to writing or written includes faxes and e-mails except in the circumstances outlined in clause 17 below.
3. Basis of Contract
- 3.1 The Order Form constitutes an offer by You to hire Equipment from Us in accordance with these Terms. Your application for Accreditation (Application) constitutes an offer by You to become a member of IiE and become accredited from Us in accordance with these Terms.
- 3.2 The Order Form and/or Application (as the case may be) shall only be deemed to be accepted when We issue You with written acceptance (Confirmation) at which point the Contract shall come into existence (Commencement Date).
- 3.3 Our pages will guide You through the steps You need to take to place an order. Our order process allows You to check and amend any errors before submission. Please take the time to read and check Your order at each page of the order process.
- 3.4 If We are unable to supply You with a piece of Equipment or accept You for Membership, We will inform You of this by e-mail and We will not process Your order. If You have already paid for the Equipment, We will refund You the full amount including any delivery costs charged as soon as possible.
- 3.5 [Membership is for a period of one year from the Commencement Date unless terminated earlier in accordance with clause 18. Thereafter it will automatically renew for a period of 12 months on every anniversary of the Commencement Date provided that all Membership Fees have been paid in full.]
- 3.6 You confirm that You have authority to bind any business on whose behalf You use Our Site to hire Equipment and apply for Accreditation.
- 3.9 We both agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
4. Our Equipment
- 4.1 Images on Our Site are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that Your computer’s display of the colours accurately reflect the colour of the Equipment. Equipment and packaging may vary slightly from those images.
- 4.2 You acknowledge that Equipment is [ ] and not owned by You and must be returned immediately on request.
5. Use of Our Site
Your use of Our Site is governed by Our Terms of website use and Acceptable Use Policy http://www.iie.uk.com/privacy-policy/ . Please take the time to read these, as they include important terms which apply to You.
6. How We use Your personal information
7. THE RESOURCE LIBRARY
- 7.1 The Resource Library is for the use of IiE Members. All Equipment in the Resource Library is for the purpose of helping You increase its resource efficiency and save money.
- 7.2 If You wish to borrow items from the Resource Library, You must comply with the following:
- 7.2.1 You must fill out an Order Form. Equipment will not be released unless and until a completed Order Form has [been handed in to Our office manager or the IiE officer or online via this link];
- 7.2.2 Equipment must be booked on at least 5 working days notice;
- 7.2.3 You acknowledge some Equipment may already be out on loan, therefore We advise You give 1 month’s prior notice to avoid disappointment;
- 7.2.4 Equipment must be returned by the date stated at the time of Booking;
- 7.2.5 We can cancel, change or refuse any application to borrow Equipment without notice at any time; and
- 7.2.6 if any Equipment is damaged whilst in Your possession, You will be responsible for the costs of repair or replacement.
- 7.3 It is Your responsibility to ensure that any Equipment borrowed is in good working order prior to release.
- 7.4 You must return the Equipment undamaged and in full working order together with all its original packaging and instructions.
- 7.5 You are responsible for ensuring that the Equipment is used safely and in accordance with the user instructions at all times. If You do not know how to use the Equipment, You must contact Us and We will advise on its use and refrain from using the Equipment until such advise has been obtained.
- 8.1 We shall provide the Accreditation to You when You can demonstrate that You are complying with the Accreditation Specification in all material respects.
- 8.2 Our representative will advise You of the accreditation process. You agree to allow Us to enter any/all of Your premises to ensure that You are in compliance.
- 8.3 We shall have the right to make any changes to the Accreditation which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature of quality of the Accreditation and We shall notify You in any such event.
- 8.4 You acknowledge that Accreditation is at Our sole discretion.
- 8.5 We reserve the right to refuse an Application or retract Accreditation if:
- 8.5.1 You do not comply with IiE requirements;
- 8.5.2 You have failed to make progress; or
- 8.5.3 You have provided Us with false information in respect of its Application.
- 8.6 If Accreditation is awarded by Us to You, You shall be entitled to use the Accreditation Logo. If Accreditation is retracted, You must immediately refrain from using the Accreditation Logo and must not hold yourself out as holding the Accreditation.
- 8.7 You shall apply to Us in advance for authorisation to apply for Accreditation for part (and not the whole) of Your organisation. We reserve the right to refuse any such application.
- 8.8 If Accreditation is awarded in respect of a certain site or part of Your organisation and not the whole, You shall make it clear in all promotional information and documentation regarding Accreditation that Accreditation applies only in respect of the specific part of the site of Your organisation and not the whole.
9. ORGANISATION’S OBLIGATIONS
You shall at all times:
- 9.1 ensure that the terms of the Order Form, Application and the information You provide to Us are complete and accurate;
- 9.2 co-operate with Us in all matters relating to the Accreditation;
- 9.3 provide Us, Our employees, agents, consultants and subcontractors, with access to Your organisation’s premises, office accommodation and other facilities as reasonably required by Us to provide the Accreditation;
- 9.4 provide Us with such information and materials as We may reasonably require to supply the Accreditation, and ensure that such information is accurate in all material respects;
- 9.5 prepare Your premises for the supply of the Accreditation;
- 9.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Accreditation before the date on which the Accreditation is awarded; and
- 9.7 keep and maintain all of Our materials, equipment, documents and other property (Materials) at Your premises in safe custody at Your own risk, maintain the Materials in good condition until returned to Us and not dispose of or use the Materials other than in accordance with Our written instructions or authorisation.
- 9.8 If Our performance of any of Our obligations in respect of the Accreditation or under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation:
- 9.8.1 We shall without limiting Our other rights or remedies have the right to suspend the Accreditation until You remedy the Default, and to rely on the Default to relieve Us from the performance of any of Our obligations to the extent the Default prevents or delays Our performance;
- 9.8.2 We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay in performing any of Our obligations as set out in this clause 9.8; and
- 9.8.3 You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Default.
10. MEMBERSHIP AND PAYMENT
- 10.1 The price of Membership shall be the price notified by Us to You, or as otherwise agreed between us from time to time (Membership Fees).
- 10.2 We reserve the right to increase the Membership Fees but We will not do so more than once in any 12 month period. We shall give You written notice of any such increase 3 months before the proposed date of increase. If such increase is not acceptable to You, You shall notify Us in writing within 2 weeks of the date of Our notice and We shall have the right without limiting Our other rights or remedies to terminate the Contract by giving 2 weeks written notice.
- 10.3 Payment for Your Membership must be made by You in advance.
- 10.4 [You can only pay for Equipment using a debit card or credit card. We accept the following cards: Mastercard, Visa.]
- 10.5 [You shall pay Us:
- 10.5.1 within 30 days of receipt of an invoice, and
- 10.5.2 in full and in cleared funds to a bank account nominated in writing by Us; and time for payment shall be of the essence of the Contract or online using this link.]
- 10.6 All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Us to You, You shall, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT.
- 10.7 Without limiting any of Our other rights or remedies, if You fail to make any payment due to Us under the Contract by the due date for payment (Due Date), We shall have the right to suspend Accreditation and charge interest on the overdue amount at the rate of 4 per cent per annum above the then current Bank of England’s base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
- 10.8 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting Our other rights or remedies, set off any amount owing to Us by You against any amount payable by Us to You.
11. Our right to vary these Terms
- 11.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
- 11.2 Every time You order Equipment from Us, the Terms in force at the time of Your order will apply to the Contract.
- 11.3 We may revise these Terms from time to time to reflect the changes in relevant laws and regulatory requirements.
- 11.4 [If We have to revise these Terms as they apply to Your order, We will contact You to give You reasonable advance notice of the changes and let You know how to cancel the Contract if You are not happy with the changes. If You opt to cancel, You will have to return (at Our cost) any Equipment in Your possession [and We will arrange a full refund of the price You have paid, including any delivery charges after deducting a reasonable proportion to cover the hire period at the point of cancellation].
12. No international delivery
- Unfortunately, We do not accept orders from addresses outside the UK.
13. INTELLECTUAL PROPERTY RIGHTS
- 13.1 All Intellectual Property Rights in or arising out of or in connection with the Accreditation, IiE Equipment and this Site shall be owned by Us.
- 13.2 You acknowledge that, in respect of any third party Intellectual Property Rights in the Accreditation, IiE or Equipment, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You.
- 13.3 All Materials are Our exclusive property.
- A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its Accreditation which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 14 shall survive termination of the Contract.
15. Our liability
- 15.1 We only supply Equipment for internal use by Your business, and You agree not to use the Equipment for any resale purposes.
- 15.2 Nothing in these Terms limits or excludes Our liability for:
- 15.2.1 death or personal injury caused by Our negligence;
- 15.2.2 fraud or fraudulent misrepresentation;
- 15.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession)
- 15.2.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- 15.2.5 defective products under the Consumer Protection Act 1987.
- 15.3 Subject to clause 15.2, We will under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- 15.3.1 any loss of profits, sales, business, or revenue;
- 15.3.2 loss or corruption of data, information or software;
- 15.3.3 loss of business opportunity;
- 15.3.4 loss of anticipated savings;
- 15.3.5 loss of goodwill; or
- 15.3.6 any indirect or consequential loss.
- 15.4 Subject to clause 15.2, Our total liability to You in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the amount paid to Us by You in the 12 months preceding a claim.
- 15.5 Except as expressly stated in these Terms, We do not give any representation, warranties or undertakings in relation to the Equipment. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Equipment is suitable for Your purposes.
16. Events outside Our control
- 16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 16.2.
- 16.2 An Event Outside Our Control means any act or event beyond Our reasonable control[, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks [or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport].
- 16.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under a Contract:
- 16.3.1 We will contact You as soon as reasonably possible to notify You; and
- 16.3.2 Our obligations under a Contract will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Equipment to You, We will arrange a new delivery date with You after the Event Outside Our Control is over.
- 16.4 We may cancel a Contract affected by an Event Outside Our Control [which has continued for more than  days].
17. Communications between Us
- 17.1 When We refer, in these Terms, to “in writing”, this will include e-mail.
- 17.2 Any notice or other communication given by You to Us, or by Us to You, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
- 17.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at Our registered office; 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 if sent by e-mail, one Business Day after transmission.
- 17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
- 17.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18. TERMINATION and Cancellation
- 18.1 Either of us may terminate the Contract with immediate effect by giving written notice on the occurrence of any of the following:
- 18.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) failure to remedy that breach within 30 days after receipt of notice in writing of the breach;
- 18.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
- 18.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
- 18.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
- 18.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
- 18.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- 18.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
- 18.1.8 a floating charge holder over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;
- 18.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- 18.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause Error: Reference source not found to clause 18.3 (inclusive);
- 18.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
- 18.1.12 other party dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
- 18.3 Without limiting our other rights or remedies You may terminate the Contract by giving Us not less than 3 months’ written notice.
- 18.4 If You terminate the Contract in accordance with clause 18.3 above, You shall not be entitled to any refund, in full or part of the Membership Fees.
- 18.5 Without limiting our other rights or remedies, We shall have the right to suspend our obligations under these Terms or any other contract between the You and Us if
- 18.5.1 You fail to pay any amount due under this Contract on the Due Date; or
- 18.5.2 You become subject to any of the events listed in clause 18.1.1 to clause 18.1.12, or We reasonably believes that You are about to become subject to any of them.
19. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
- 19.1 You shall immediately pay Us all Membership Fees outstanding and interest immediately on receipt of an invoice;
- 19.2 You shall return all of the Materials and Equipment. If You fail to do so, then We may enter Your premises and take possession of them. Until they have been returned, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
- 19.3 You shall immediately refrain from using the Accreditation Logo;
- 19.4 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- 19.5 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
20. Other important terms
- 20.1 We may transfer Our rights and obligations under a Contract to another organisation, but this will not affect Your rights or Our obligations under these Terms.
- 20.2 You may only transfer Your rights or Your obligations under these Terms to another person if We agree in writing.
- 20.3 This Contract is between You and Us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- 20.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- 20.5 If We fail to insist that You perform any of Your obligations under these Terms, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
- 20.6 These Terms apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 20.7 These Terms apply to the supply of both Equipment and the Accreditation except where application to one or the other is specified.
- 20.8 A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- 20.9 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).