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Service Level Agreement Terms and Conditions

//Service Level Agreement Terms and Conditions
Service Level Agreement Terms and Conditions2020-08-07T10:17:12+00:00

Elmtronics Service Level Agreement Terms and Conditions.

BETWEEN:

(1) Elmtronics Limited registered in England under number 09002413, whose registered address is Elmtronics Ltd, Unit 38, Derwentside Business Centre, Consett, County Durham, DH8 6BP and whose main trading address is Unit 38 Derwentside Business Centre, Consett, County Durham, DH8 6BP (“the Service Provider”) and

(2) The Client and SLA purchaser.

WHERE AS:

(1) The Service Provider provides Maintenance Service to Electric Vehicle Charging Equipment to consumer clients and has reasonable skill, knowledge and experience in that field.

(2) The Client wishes to engage the Service Provider to provide the services set out in this Agreement, subject to the terms and conditions of this Agreement.

(3) The Service Provider agrees to provide the services set out in this Agreement to the Client, subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Calendar Day” means any day of the year;
“Deposit” means an advance payment made to Us under sub- Clause 4.3;
“Month” means a calendar month;
“Price” means the price payable for the Services as fully detailed in Schedule 2;
“Services” means the services which are to be provided by Us to You as specified in Schedule 1;

“We/Us/Our” means the Service Provider, Elmtronics trading as a Limited Company, registered in England under number 09002413, whose registered address is Unit 62 Viewpoint, Derwentside Business Centre, Consett, County Durham, DH8 6BN and whose main trading address is Unit 62 Viewpoint, Derwentside Business Centre, Consett, County Durham, DH8 6BN; and
“You/Your” means the Client.

1.2 Each reference in this Agreement to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.
1.3 Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
1.4 Each reference to “this Agreement” is a reference to this Agreement and each of its Schedules as amended or supplemented at the relevant time.
1.5 Each reference to a Schedule is a reference to a schedule to this Agreement.
1.6 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.7 Each reference to the singular number shall include the plural and vice versa.
1.8 Each reference to any gender shall include the other gender.
1.9 References to persons shall include corporations.

2. Information About Us
2.1 Elmtronics, is a Limited Company registered in England under number 09002413, whose registered address is Unit 38 Derwentside Business Centre, Consett, County Durham, DH8 6BP and whose main trading address is Unit 38 Derwentside Business Centre, Consett, County Durham, DH8 6BP.
2.2 Our VAT number is 255974364.
2.3 We are regulated by NICEIC, number 604016000.
2.4 We are a member of Contractors Health and Safety Assessment Scheme (CHAS).

3. The Contract
3.1 This Agreement governs the provision of Services by Us and embodies the contract between Us and You. Before signing this Agreement, please ensure that You have read it carefully. If You are unsure about any part of this Agreement, please ask Us for clarification.
3.2 A legally binding contract between Us and You will be created upon our mutual acceptance of this Agreement, indicated by Us and You signing this Agreement.
3.3 By signing this Agreement both parties hereby acknowledge that We have given or made available to You the following information (save for where such information is already apparent from the context of the transaction)
3.3.1 The main characteristics of the Services;
3.3.2 Our identity (set out above in Clause 2) and contact details (as set out below in Clause 10);
3.3.3 The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
3.3.4 The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;
3.3.5 Our complaints handling policy;
3.3.6 Where applicable, details of after-sales services and commercial guarantees;
3.3.7 The duration of this Agreement, where applicable, or if this Agreement is of indeterminate duration or is to be extended automatically, the conditions for terminating it;
3.3.8 Where applicable, any relevant compatibility of digital content with hardware and software that. We are aware of or might reasonably be expected to be aware of.

4. Price and Payment
4.1 The Price payable for the Services is detailed in Schedule 2.
4.2 All Prices shown in this Agreement excludes VAT.
4.3 In certain circumstances, if the Services are cancelled, Your Deposit may be refunded in full or in part. The amount due will be calculated based upon the Price for the Services and the amount of work (if any) already undertaken by Us. Please refer to Clause 9 for details of cancellation.
4.4 The balance of the Price will be payable on an annual basis in advance of the Services.
4.5 We accept the following methods of payment:
4.5.1 Bacs;
4.5.2 All major debit and credit cards;
4.5.3 Cheque;
4.6 If You do not make payment to Us by the due date as shown on the relevant invoice, We may charge You interest on the overdue sum at the rate of 2.5% per annum above the base lending rate of Barclays Banks PLC from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
4.7 The provisions of sub-Clause 4.8 will not apply if You have promptly contacted Us to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing.

5. Providing the Services
5.1 As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards to the IET Electric Vehicle Code of Practice and BS7671:2018 wiring and regulations.
5.2 We will begin providing the Services on agreed date.
5.3 We will continue providing the Services for a period of 12 month and ongoing on acceptance of renewal quotation.
5.4 We will make every reasonable effort to complete the Services on time (and in accordance with the specification in Schedule 1). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 8 for events outside of Our control.
5.5 If We require any information or action from You in order to provide the Services, We will inform You of this as soon as is reasonably possible.
5.6 If the information or action required of You under sub-Clause 5.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on Your part, We may charge You a reasonable additional sum for that work.
5.7 In certain circumstances, for example where there is a delay in You sending Us information or taking action required under sub-Clause 5.5, We may suspend the Services (and will inform You of that suspension in writing).
5.8 In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention We will inform You in advance in writing before suspending the Services.
5.9 If the Services are suspended under sub-Clauses 5.7 or 5.8, You will not be required to pay for them during the period of suspension. You must, however, pay any invoices that You have already received from Us by their due date(s).
5.10 If You do not pay Us for the Services as required by Clause 4, We may suspend the Services until You have paid all outstanding sums due. If this happens, We will inform You in writing. This does not affect Our right to charge You interest under sub-Clause 4.8.

6. Problems with the Services and Your Legal Rights
6.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that You inform Us as soon as is reasonably possible.
6.2 We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical. In emergency situations, such as those where vulnerable people living in Your property may be affected, We will use reasonable efforts to remedy problems within 24 hours.
6.3 We will not charge You for remedying problems under this Clause 6 where the problems have been caused by Us, any of Our agents or employees or sub- contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by You, sub-Clause 5.6 will apply and We may charge You for remedial work.
6.4 As a consumer, You have certain legal rights with respect to the purchase of services. For full details of your legal rights and guidance on exercising them, it is recommended that You contact your local Citizens Advice Bureau or Trading Standards Office. If We do not perform the Services with reasonable skill and care, You have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to You, You have the right to a reduction in price. If the Services are not performed in line with information that We have provided about them, You also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to You (or if Our breach concerns information about Us that does not relate to the performance of the Services), You have the right to a reduction in price. If for any reason We are required to repeat the Services in accordance with Your legal rights, We will not charge You for the same and We will bear any and all costs of such repeat performance. In cases where a price reduction applies, this may be any sum up to the full Price and, where You have already made payment(s) to Us, may result in a full or partial refund. Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that You are entitled to the refund) and made via the same payment method originally used by You unless You request an alternative method. In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.

7. Our Liability
7.1 We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of this Agreement or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by You and Us when the contract is created. We will not be responsible for any loss or damage that is not foreseeable.
7.2 We provide Services for public and private use (or purposes). By entering into this Agreement, we will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
7.3 If We are providing Services in Your property and We cause any damage, We will make good that damage at no additional cost to You. We are not responsible for any pre-existing faults or damage in or to Your property that We may discover while providing the Services.
7.4 Nothing in this Agreement seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
7.5 Nothing in this Agreement seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us.
7.6 Nothing in this Agreement seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

8. Events Outside of Our Control (Force Majeure)
8.1 We will not be liable for any failure or delay in performing Our obligations under this Agreement where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
8.2 If any event described under this Clause 8 occurs that is likely to adversely affect Our performance of any of Our obligations under this Agreement:
8.2.1 We will inform You as soon as is reasonably possible;
8.2.2 Our obligations under this Agreement will be suspended and any time limits that We are bound by will be extended accordingly;
8.2.3 We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
8.2.4 If an event outside of Our control occurs and You wish to cancel this Agreement, You may do so in accordance with Your right to cancel under sub-Clause 9.3.3;
8.2.5 If the event outside of Our control continues for more than 8 weeks, We will cancel this Agreement in accordance with Our right to cancel under sub-Clause 9.6.3 and inform You of the cancellation. Any refunds due to You as a result of that cancellation will be paid to You as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice.

9. Cancellation
9.1 You are free to cancel the Services and this Agreement without notice at any time before We begin providing them. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of Your cancellation.
9.2 Once We have begun providing the Services, You are free to cancel the Services and this Agreement at any time by giving Us 30 working days written notice. If You have made any payment to Us for any Services We have not yet provided, these sums will be refunded to You as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of Your cancellation. If We have provided Services that You have not yet paid for, the sums due will be deducted from any refund due to You or, if no refund is due, We will invoice You for those sums and You will be required to make payment in accordance with Clause 4.
9.3 If any of the following occur, You may cancel the Services and this Agreement immediately by giving Us written notice. If You have made any payment to Us for any Services We have not yet provided, these sums will be refunded to You as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of Your cancellation. If We have provided Services that You have not yet paid for, the sums due will be deducted from any refund due to You or, if no refund is due, We will invoice You for those sums and You will be required to make payment in accordance with Clause 4. If You cancel because of Our breach under sub-Clause 9.3.1, You will not be required to make any payments to Us. You will not be required to give 30 working days notice in these circumstances:
9.3.1 We have breached this Agreement in any material way and have failed to remedy that breach within 8 week period of You asking Us to do so in writing; or
9.3.2 We enter into liquidation or have an administrator or receiver appointed over Our assets; or
9.3.3 We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 8.2.4); or
9.3.4 We wish to change the terms of this Agreement to Your material disadvantage.
9.4 We may need to cancel the Services and this Agreement before We begin providing them due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform you as soon as is reasonably possible. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing You of the cancellation.
9.5 Once We have begun providing the Services, We may cancel the Services and this Agreement at any time by giving You 30 working days written notice. If You have made any payment to Us for any Services We have not yet provided, these sums will be refunded to You as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that You have not yet paid for, the sums due will be deducted from any refund due to You or, if no refund is due, We will invoice You for those sums and you will be required to make payment in accordance with Clause 4.
9.6 If any of the following occur, We may cancel the Services and this Agreement immediately by giving You written notice. If You have made any payment to Us for any Services We have not yet provided, these sums will be refunded to You as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that You have not yet paid for, the sums due will be deducted from any refund due to You or, if no refund is due, We will invoice You for those sums and You will be required to make payment in accordance with Clause 4. We will not be required to give 30 working days notice in these circumstances:
9.6.1 You fail to make a payment on time as required under Clause 4 (this does not affect Our right to charge interest on overdue sums under sub-Clause 4.8); or
9.6.2 You have breached this Agreement in any material way and have failed to remedy that breach within 30 working days of Us asking You to do so in writing; or
9.6.3 We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 8.2.5).
9.7 For the purposes of this Clause 9 (and in particular, sub-Clauses 9.3.1 and

9.6.2) a breach of this Agreement will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating Party (i.e. You under sub-Clause 9.3.1 and Us under sub-Clause 9.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.

10. Communication and Contact Details
10.1 If You wish to contact Us with questions or complaints, You may contact Us by telephone at 0191 419 3719 or by email at info@elmtronics.co.uk
10.2 In certain circumstances You must contact Us in writing (as stated in various Clauses throughout this Agreement). When contacting Us in writing You may use the following methods:
10.2.1 Contact Us by email at info@elmtronics.co.uk ; or
10.2.2 Contact Us by post at Elmtronics Limited, Unit 38, Derwentside Business Centre, Consett, County Durham, DH8 6BP.

11. Complaints and Feedback
11.1 We always welcome feedback from Our customers and, while We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
11.2 All complaints are handled in accordance with Our complaints handling policy and procedure, available from Unit 38, Derwentside Business Centre, Consett, County Durham, DH8 6BP.
11.3 If You wish to complain about any aspect of Your dealings with Us, including, but not limited to, this Agreement or the Services, please contact Us in one of the following ways:
11.3.1 In writing, addressed to Anthony Piggott, Technical Director, Unit 38, Derwentside Business Centre, Consett, County Durham, DH8 6BP
11.3.2 By email, addressed to Anthony Piggott, Technical Director, anthony.piggott@elmtronics.co.uk
11.3.3 By contacting Us by telephone on 0191 417 3719.

12. How We Use Your Personal Information (Data Protection)
12.1 All personal information that We may collect (including, but not limited to, Your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and Your rights under that Act.
12.2 We may use Your personal information to:
12.2.1 Provide the Services to You.
12.2.2 Process Your payment for the Services.
12.2.3 Inform You of new products and services available from Us. You may request that We stop sending You this information at any time.

12.2.4 In certain circumstances (if, for example, You wish to pay for the Services on credit), and with Your consent, We may pass Your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold Your personal information accordingly.
12.2.5 We will not pass on Your personal information to any other third parties without first obtaining Your express permission.

13. Other Important Terms
13.1 We may transfer (assign) Our obligations and rights under this Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs You will be informed by Us in writing. Your rights under this Agreement will not be affected and Our obligations under this Agreement will be transferred to the third party who will remain bound by them.
13.2 You may not transfer (assign) Your obligations and rights under this Agreement without Our express written permission (such permission not to be unreasonably withheld).
13.3 This Agreement is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this Agreement.
13.4 If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
13.5 No failure or delay by Us or You in exercising any of our respective rights under this agreement means that such right has been waived, and no waiver by Us or You of a breach of any provision of this Agreement means that either Party will waive any subsequent breach of the same or any other provision.

14. Governing Law and Jurisdiction
14.1 This Agreement and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with English Law.
14.2 Any dispute, controversy, proceedings or claim between You and Us relating to this Agreement or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

SIGNED for and on behalf of the Service Provider by: Anthony Piggott,
Technical Director, Elmtronics Limited.

Authorised Signature Date: 26/02/2020

SCHEDULE 1

The Services

Service Level Agreements.

Standard Service

Offer 1 – 1 Year SLA
 Annual service and safety test, complete with detailed report
 Online support desk – https://www.elmtronics.co.uk/ev-charger-aftercare-support-and-maintenance/ Fault reporting, knowledge base and maintenance bookings
 Unlimited callout and support
 A maximum target of 7 working days for component replacements and repairs* (AC charging only)
 Extended warranty option available 3 or 5 year (AC charging only)

Offer 2 – 3 Year SLA
 As offer 1 each year Including 12 months (3rd year) replacement manufactured warranty parts.

Offer 3 – 5 Year SLA
 As offer 1 each year Including 36 months (3rd, 4th and 5th year) replacement manufactured warranty parts.

Response times are based on the following **
 High – This is based on a dangerous situation and requires an immediate response. 6-hour response time and a 1-day resolution.
 Medium – If the fault on the charger is having a major impact on the day to day operations of the client.
12-hour response time and a 4-day resolution.
 Low – If operations of the client are not affected through use of another charger or PHEV. 24-hour response time and a 7-day resolution.

*Non-warranty covered parts are not included. The lead-time on these parts are out of Elmtronics control but we will keep you constantly informed of progress.
**These response times are a guide and Elmtronics will endeavour to rectify all issues in the quickest possible manner. Availability of components may affect these SLA response times.

SCHEDULE 2

The Price

Price is agreed on accepted quotation from Elmtronics by the client.