Terms and Conditions for the sale of smart thermostats through the Smart Installer Club
If you are a consumer who wishes to buy a [smart thermostat], please visit https://www.tado.com/gb/
Please read these Terms carefully and make sure that you understand them, before ordering any products from our site. 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 any products from our site.
You should print a copy of these Terms or save them to your computer for future reference.
Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm that has a valid Gas Safe registration number and that purchases the Goods in the course of its business of providing home services from the Supplier.
Force Majeure Event: has the meaning given in clause 10.
Goods: [smart thermostat] as set out in the Order.
Order: the Customer's order for the Goods via the Supplier Website or over the telephone.
Supplier: Homeserve Alliance Limited (registered in England and Wales with company number 08442778).
Supplier Website: www.smartinstallers.co.uk.
Basis of contract
These Conditions apply to the sale and purchase to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
These Conditions will become binding on the Customer when the Goods are dispatched at which point a contract comes into existence between the Customer and the Supplier.
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
The images of Goods on the Supplier Website are for illustrative purposes only. They shall not form part of the Contract or have any contractual force.
The Goods are described on the Supplier Website. The Supplier reserves the right to amend the specification of the Goods from time to time.
The Supplier shall ensure that Goods are delivered to the location set out in the Order (Delivery Location).
Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. If no dates are specified, delivery will be within a reasonable time. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Customer fails to take delivery of the Goods within three Business Days of being notified by that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready.
Where the Supplier is not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, the Supplier will deliver the Order in instalments. Each instalment shall constitute a separate Contract.
The Supplier warrants that on delivery, the Goods shall:
conform in all material respects with their description; and
be free from defects in material and workmanship.
Goods which have been improperly handled or shipped or which have been subject to abuse, misuse, accident, alterations, neglect, improper or inadequate maintenance, unauthorised repair or improper installation are not covered by the warranty set out in clause 5.1. The Supplier will make the final determination as to the existence or cause of any alleged defect.
Subject to clause 5.4, if:
the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
the defect arises because the Customer failed to follow the Supplier and / or manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
the Customer alters or repairs such Goods without the written consent of the Supplier;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
These Conditions shall apply to any replacement Goods supplied by the Supplier.
Title and risk
The risk in the Goods shall pass to the Customer on completion of delivery.
Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
Price and payment
The price of the Goods on the Supplier Website will be as quoted on the website from time to time, except in the case of obvious errors. The price of the Goods is inclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
Time for payment shall be of the essence. The Suppliers accepts payment via a number of methods. Where the Supplier accepts credit or debit card payments, the following can be used via its SSL secure payment system or by phone:
The Supplier will charge the Customer’s credit card or debit to the Customer’s bank account before the Goods are provided. All credit card payments are subject to validation checks and authorisation by the card issuer.
The Supplier shall not exchange or take back Goods that have been delivered in accordance with the terms of the Contract.
In the event that a goodwill gesture is established to deviate from this principle, the following must be observed: Goods may only be sent to the Supplier (or an agent of the Supplier) once the Customer has received written agreement and consent from the Supplier regarding the return or exchange. Only at this point can the Goods be sent, with freight charges prepaid, and at the Customer’s own risk, to the location designated by the Supplier. A processing fee of 15% of the value of the exchanged or returned Goods will be levied from the amount reimbursed to the Customer, unless agreed otherwise.
Goods can only be returned with a Return Merchandise Authorization (RMA) number obtained from the Supplier in advance of returning the product. A RMA number will only cover specified items and quantities authorized for return by the Supplier. A RMA number will expire 30 days after issuance. Any returns that vary from the authorized items or quantity or are delivered after expiration date of a RMA number may not be eligible for credit, as determined by the Supplier in its sole discretion.
Goods must be returned to the address provided by the Supplier and must be accompanied by a RMA number and a description of the specific defect or reason for return of the Goods.
Goods must be returned in their original packaging with all documentation and accessories.
The Supplier will in its sole discretion assess the condition of the product and determine whether the product is eligible for credit. Where this is the case, the Supplier will issue a credit for an approved return within 60 days of receipt of the returned product by the Customer. No cash will be refunded. The Supplier will calculate the credit amount for a product based on the lower of the (i) then-current list price for the product, or (ii) net price actually paid.
Limitation of liability
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979;
defective products under the Consumer Protection Act 1987.
Subject to clause 9.1:
the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Supplier's total liability to the Customer in respect of all other 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 the purchase price of the Goods.
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
Assignment and other dealings.
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, mortgage, charge, subcontract, 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 the Supplier.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
Construction. In these Conditions, the following rules apply:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors or permitted assigns.
A reference to a statute or statutory provision is a reference to such statute or 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.
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.
A reference to writing or written includes faxes and e-mails.
Governing law. The 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.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).