Terms & Conditions

1. Definitions

Agreement: these Commercial Services Terms and Conditions, including schedules and documents expressly incorporated by reference.

Authorised Person: any employee, officer, director, partner, contractor, consultant, property manager, negotiator, maintenance coordinator, facilities manager, administrator or other individual who places, authorises or confirms an Instruction on behalf of the Client.

Client: the legal entity requesting, authorising or instructing Smarter Appliances Ltd to perform Services, including letting agents, estate agents, property managers, block managers, facilities managers, housing providers, developers, companies, partnerships, LLPs, charities and other organisations.

Instruction: any request for Services made by any means, including Work Order, email, telephone, portal, property-management software, API integration, SMS, WhatsApp or verbal authorisation.

Landlord / Property Owner: the owner, freeholder, leaseholder or person ultimately benefiting from the Services.

Property: the premises at which Services are performed.

Services: inspections, diagnostics, reports, repairs, installations, maintenance, replacement appliances, labour, delivery, disposal, advice and associated services.

Work Order: any document, email, portal instruction, purchase order or electronic instruction requesting Services.

2. Interpretation

Singular includes plural; headings do not affect interpretation; references to legislation include amendments and replacements; 'including' means including without limitation; writing includes electronic communications.

3. Application and Formation

This Agreement applies to every Instruction accepted by Smarter Appliances Ltd. No separate signature is required. Each Instruction constitutes a separate contract incorporating these Terms. A contract is formed when the Client requests Services and Smarter Appliances accepts the Instruction, including by commencing performance.

4. Exclusive Terms and Battle of the Forms

Smarter Appliances agrees to provide Services only on these Terms. No employee or representative other than a Director has authority to accept different contractual terms. Silence, supplier registration, portal use, provision of compliance information, receipt of a purchase order or performance of Services shall not of itself constitute acceptance of the Client's standard terms.

5. Order of Precedence

Unless expressly agreed in writing by a Director after the date of the relevant Instruction, the following order applies: (1) a document expressly signed by both parties stating that it overrides this Agreement for the specific Instruction; (2) a written variation signed by a Director; (3) this Agreement; (4) quotation; (5) Work Order; (6) purchase order; (7) Client terms; (8) portal wording; (9) invoice wording.

6. Previous and Signed Agreements

This Agreement replaces previous standard trading terms issued by Smarter Appliances. Supplier onboarding documents, preferred contractor registrations, framework registrations, contractor questionnaires and similar administrative documentation shall not vary this Agreement unless a Director expressly agrees in writing that the relevant document overrides this Agreement. Each new Instruction incorporates these Terms afresh. The effectiveness of this clause remains subject to applicable law and any expressly negotiated agreement that legally prevails.

7. Contracting Party

The legal entity issuing, transmitting or authorising the Instruction is the Client and contracts with Smarter Appliances in its own right unless a Director expressly agrees otherwise in writing before acceptance. The identity of the landlord, tenant, occupier or beneficiary does not alter the identity of the Client.

8. Authority to Instruct

The Client warrants that persons who place Instructions on its behalf have actual or apparent authority to bind it. Internal approval limits do not affect Smarter Appliances unless communicated and expressly accepted before the Instruction.

9. Agency and Principal Liability

Where the Client acts as letting agent, estate agent, property manager, managing agent, facilities manager, representative or intermediary, the Client nevertheless contracts as principal unless a Director expressly agrees otherwise in writing before accepting the Instruction. The Client's payment obligation is primary and independent of its arrangements with any third party.

10. 'Care of', 'C/O' and Landlord Wording

References on a Work Order, invoice or correspondence to a landlord, property owner, 'care of', 'c/o', 'on behalf of', 'for', 'managed by' or similar wording shall not alter the identity of the contracting party. The organisation issuing or authorising the Instruction remains liable unless a Director agreed otherwise in writing before acceptance.

11. Independent Payment Obligation

The Client remains liable whether or not it is reimbursed by a landlord or other third party, management ends, ownership changes, a tenancy ends, a landlord disputes payment or a third party becomes insolvent. Smarter Appliances is not obliged to pursue a landlord or other third party.

12. Evidence and Course of Dealing

Emails, CRM records, portal logs, API logs, purchase orders, Work Orders, telephone recordings, messages, engineer records, audit logs, electronic signatures and metadata may be relied upon as evidence of Instructions and contract formation. Continued Instructions after notice of these Terms may evidence an established course of dealing.

13. Scope of Services

Services may include appliance diagnostics, repairs, installation, disconnection, replacement, collection, disposal, delivery, inspections, reports, emergency attendance, technical advice and follow-up visits. Smarter Appliances may refuse an Instruction at its discretion.

14. Quotations and Estimates

Unless stated otherwise, quotations are valid for 30 days and subject to availability. Estimates are for budgeting and may change if hidden defects, additional labour, scope changes or supplier/manufacturer price changes arise.

15. Work Orders and Property Information

A Work Order authorises the Services described. The Client warrants that appliance, fault, access, occupier, parking, safety, utility and contact information supplied is materially accurate. Smarter Appliances is not responsible for loss caused by inaccurate information supplied by the Client.

16. Appointments, Access and Failed Visits

Attendance windows are estimates and may be affected by traffic, previous jobs and events beyond reasonable control. The Client is responsible for ensuring access, tenant awareness, appliance accessibility, safe conditions and connected utilities. A failed appointment charge may apply where attendance cannot proceed through no fault of Smarter Appliances.

17. Diagnostics, Repairs and Multiple Visits

Diagnosis is the engineer's professional opinion based on the appliance condition and testing available at attendance. Further faults may become apparent during dismantling or after a repair. Multiple visits do not of themselves indicate negligence or misdiagnosis. Additional works require further authorisation unless prior authority exists.

18. Safety and Beyond Economical Repair

Smarter Appliances may refuse unsafe or unlawful work. Where an appliance is uneconomical, unsafe, technically impractical to repair or affected by unavailable/discontinued components, replacement may be recommended.

19. Parts and Manufacturer Availability

Smarter Appliances will source suitable replacement components. Lead times are estimates. Smarter Appliances is not responsible for manufacturer discontinuations, shortages, backorders or shipping delays. Parts management and sourcing risk is borne by Smarter Appliances except for the agreed charge to the Client for the authorised repair.

20. Replacement Appliances and Installation

Replacement appliances are supplied by quotation and subject to availability. Installation is limited to the agreed scope. Smarter Appliances is not responsible for pre-existing defective pipework, electrical installations, cabinetry or building defects.

21. Reports and Photographs

Reports are professional opinions based on conditions observed at the time. Smarter Appliances may take and retain photographs for job records, quality assurance, evidential and operational purposes, subject to applicable data-protection law.

22. Prices and VAT

Prices are exclusive of VAT unless stated otherwise. Client-specific pricing, discounts, fixed pricing and portfolio rates may apply in accordance with Schedule 1.

23. Credit and Payment Terms

Credit is discretionary and may be withdrawn. Unless otherwise agreed in writing, invoices are payable within 30 days of invoice date. Payment shall be made in cleared funds without deduction, withholding, counterclaim or set-off except where required by law.

24. Invoice Disputes

The Client should notify Smarter Appliances promptly of any invoice dispute, identify the amount and reasons, and pay undisputed sums by the due date. Nothing in this clause removes any legal right that cannot lawfully be excluded.

25. Late Payment and Recovery

Overdue business debts may attract statutory interest, fixed compensation and reasonable recovery costs to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and other applicable law. Smarter Appliances may suspend Services while material overdue sums remain unpaid.

26. Suspension, Termination and Insolvency

Smarter Appliances may suspend or terminate Services for material non-payment, material breach, fraud, abusive behaviour, unsafe conditions or insolvency risk. Accrued rights and payment obligations survive termination.

27. Warranty

Smarter Appliances warrants that Services will be performed with reasonable skill and care. Repair warranty applies only to the repair/fault covered by the applicable warranty policy or express written warranty. Exclusions may include accidental damage, misuse, third-party interference, supply faults, pest damage, corrosion, limescale, unrelated component failure and normal wear and tear.

28. Limitation of Liability

Nothing excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to applicable law, Smarter Appliances' aggregate liability arising from a single Instruction shall not exceed the amount paid for that Instruction. Smarter Appliances shall not be liable for indirect or consequential losses, loss of profit, revenue, rent, business, goodwill, management time, tenant inconvenience, alternative accommodation or food spoilage, insofar as such exclusion is lawful and reasonable.

29. Client Indemnity

Subject to applicable law, the Client shall indemnify Smarter Appliances against losses arising from the Client's lack of authority, materially inaccurate Instructions, undisclosed unsafe premises or claims arising solely from the Client's separate contractual arrangements, except to the extent caused by Smarter Appliances' negligence or breach.

30. Health and Safety

The Client shall provide a reasonably safe working environment and disclose known material hazards. Smarter Appliances may refuse attendance where conditions are unsafe.

31. Data Protection

Each party shall comply with applicable UK data-protection law. Personal data will be processed only as reasonably necessary for the Services, legal obligations and legitimate operational purposes.

32. Confidentiality and Intellectual Property

Each party shall keep confidential the other's non-public commercial information except where disclosure is required by law. Smarter Appliances retains intellectual-property rights in its reports, templates, diagnostic material, systems and documentation; the Client receives a non-exclusive licence to use supplied reports for their intended purpose.

33. Force Majeure

Neither party shall be liable for delay caused by events beyond reasonable control, including severe weather, fire, flood, epidemic, industrial action, supplier shortage, transport disruption, cyber incident, government action or utility failure, subject to applicable law.

34. Assignment and Subcontracting

The Client may not assign its rights or obligations without prior written consent. Smarter Appliances may subcontract performance while remaining responsible for its contractual obligations.

35. Entire Agreement, Waiver and Severability

This Agreement constitutes the entire agreement concerning its subject matter, subject to any document that validly prevails under the Order of Precedence. Failure to enforce a term is not a waiver. If a term is invalid or unenforceable, the remainder continues in force.

36. Third Party Rights

No person who is not a party may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999, unless expressly stated otherwise.

37. Governing Law and Jurisdiction

This Agreement and disputes arising from it are governed by the laws of England and Wales, and the parties submit to the jurisdiction of the courts of England and Wales.

38. Acceptance

The Client accepts this Agreement by placing a Work Order, issuing a purchase order, sending an email requesting Services, telephoning, authorising works, approving a quotation, instructing through a portal, requesting attendance or otherwise requesting or accepting Services.