Terms & Conditions

Welcome to the Thermostats for Low Income Homes Programme portal (“portal”) operated by AgilityEco Services Ltd. Sales through this portal are for use in UK based low income energy efficiency programmes only.

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

Customer: the person, company or firm who purchases the Goods and / or Services from the Supplier.

Force Majeure Event: has the meaning given in clause 18.

Goods: the goods (or any part of them) set out in the Order.

Insolvency Event: has the meaning given to it in clause 17.

Order: the Customer’s order for the Goods and / or Services submitted via the portal.

Services: any customisation, implementation, installation or configuration services (or any part of them), relating to the Goods, provided by the Supplier to the Customer from time to time.

Supplier: AgilityEco Services Limited, registered in England and Wales with company number 08304360 with its registered office at 168 Church Road, Hove, East Sussex, United Kingdom, BN3 2DL and it’s nominated distributor of Goods, Exertis (UK) Limited, registered in England and Wales with company number 01511931 with its registered office at Technology House, Magnesium Way, Hapton, Burnley, Lancashire, BB12 7BF.

Your purchase of Google Nest hardware Goods (“Goods”) from the portal constitutes your agreement to be bound by these Terms & Conditions of Sale (“Terms & Conditions”) and any additional terms the Supplier or the Goods manufacturer provide, including but not limited to our Terms of Service and the terms of the limited warranty included in-box with any product.

 

THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER FOR GOODS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS & CONDITIONS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS & CONDITIONS. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE GOODS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS & CONDITIONS, YOU SHOULD NOT PURCHASE THE GOODS.

 

The Supplier reserves the right to change these Terms & Conditions at any time, so please review the Terms & Conditions each time prior to making a purchase from the portal. Every time you order Goods, the Terms & Conditions in force at that time will apply.

As a consumer, you have certain legal rights. The disclaimers, exclusions and limitations of liability under these Terms & Conditions will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties, including exclusions relating to products or services that are faulty or not as described, or the exclusion or limitation of incidental or consequential damages or other rights. For a full description of your legal rights, you should refer to the laws applicable in your country or jurisdiction. Nothing in these Terms & Conditions will affect those other legal rights.

 

 

  1. Compatibility

You acknowledge that you have verified the compatibility of the Goods you are purchasing with other equipment in the treated home (e.g., ensuring that the heating, ventilation and air conditioning (“HVAC”) system in the treated home is compatible with the product purchased). You are solely responsible for determining the compatibility of the Goods with other equipment in the treated home and you accept that lack of compatibility is not a valid claim under the warranty provided with your Goods and does not otherwise constitute a basis for receiving a refund.

  1. Payment

By providing a credit card or other payment method accepted by the portal, you represent and warrant that you are authorised to use the designated payment method and that you authorise us (or our portal operator or our/their third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your portal account, you can do so at any time by logging into your account and editing your payment information.

  1. Availability and Pricing

All Goods offered are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Goods without prior notice. Prices for the Goods are subject to change at any time, but these changes will not affect any order for Goods you have already placed.

  1. Sales Tax (also known as VAT)

Depending on the order, we will charge sales tax in accordance with the applicable laws.

  1. Resale and no modifications
    • Purchases made on the portal are intended for use in UK based low income energy efficiency programmes only and should not be transhipped, resold, or advertised for resale outside of these programmes.
    • You will not modify, make derivatives of, or reverse engineer any product purchased or any software or services provided with such Goods. You further agree that you, and your installers, and you and your employees, representatives, and independent contractors, will not: (a) “hack” or otherwise gain entry into, or attempt to “hack” or otherwise gain entry into, the control software or services for the Goods or any other software, network, service, or system used in connection with the Goods; (b) attempt to take or gain control over, or attempt to take or gain access to, the Goods or any service or software provided in connection with Goods; or (c) use, control, or attempt to use or control the Goods with a control service or system other than that managed by or for the manufacturer of the Goods through an interface authorized or provided by the manufacturer of the Goods.
  1. Shipping and Delivery
    • Prices for the Goods do not include shipping costs for delivery. The estimated arrival or delivery date is not a guaranteed delivery date for your order. The Supplier shall not be liable for any delay in delivery of the Goods howsoever caused.
    • Refused deliveries will be returned to the Supplier and any shipping costs will be deducted from any refunds applicable.
    • The products available on the portal have been designed, marketed and sold for use by residents of The United Kingdom (UK). All safety warnings, information, instructions, packaging, in-box materials, mobile apps and support services are provided only in English. The products available on the portal are not intended for use outside the UK or outside the approved UK based low income energy efficiency programmes.
    • The Customer shall examine the Goods immediately upon delivery. The Supplier shall have no liability in respect of claims in respect of shortages or picking errors or damage in transit unless the Customer informs the Supplier’s customer services department of such shortages or picking errors or damage by e-mail to returns@lowincomeprogramme.co.uk 48 hours after delivery. The Customer shall have no liability in respect of claims for shortages or damages in transit if the Customer or its representative has signed for the Goods as being received in good condition.
    • Any liability of the Supplier for shortages or picking errors or damage in transit shall be limited to replacing the missing or wrongly picked or damaged Goods within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Goods. The Customer shall return to the Supplier, promptly upon request, and in accordance with the Supplier’s returns policy set out in clause 8, any Goods that have been incorrectly delivered.
    • The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Customer’s negligence) unless the Customer informs the Supplier’s customer service department of such non-delivery by e-mail to returns@lowincomeprogramme.co.uk within 48 hours of the date when the Goods would in the ordinary course of events have been received.
    • Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Goods.
  1. Quality
    • Goods that fail on installation (D.O.As): The Supplier operates a returns procedure for Goods that fail on installation (D.O.As).
    • The D.O.A returns procedure may vary depending on the manufacturer of the Goods and will be notified to the Customer upon the Customer notifying the Supplier that the Goods have apparently failed on installation.
    • Goods that fail after installation (Faulty Goods): In no circumstances may the Faulty Goods be returned to the Supplier by the Customer without the prior written consent of the Supplier. The Customer must notify the Supplier of the fault becoming apparent and follow the instructions notified to it by the Supplier in relation to the fault.
    • The Supplier’s liability (in contract, tort (including negligence), misrepresentation or otherwise) in respect of defects in the Goods shall be limited to the replacement or repair of faulty items or material, or issue a of credit note in respect thereof, or the granting of a refund or other such compensatory measures as the Supplier at its discretion considers appropriate in the circumstances, and shall be conditional upon the Customer complying with the conditions of the manufacturer’s warranty (where applicable). Such measures shall relate only to the actual items or their value.
    • General provisions relating to D.O.As and Faulty Goods:
      • any returns shall be subject to, and the Customer shall comply with, the Supplier’s returns authorisation procedures as set out in clause 8:
      • the Customer shall be responsible for all transportation and insurance costs relating to returned Goods;
      • the Supplier shall not be responsible for installation of returned Goods after repair or exchange; and
      • any labour costs and expenses incurred in extracting defective parts and/or components shall be borne by the Customer and if incurred by the Supplier shall be paid for by the Customer at Supplier’s then standard applicable rate.
  1. Return of Goods
    • A returns authorisation number must first be obtained from the by email.
    • Returns will be only accepted for damaged or Dead on Arrival (DOA) Goods, subject to the conditions below: 
      • Damaged or Missing Items: Any damaged or missing items must be reported within 24 hours of delivery to returns@lowincomeprogramme.co.uk. Photographs and images will be required. Damaged or missing items reported incorrectly or outside of these timeframes will be rejected.
      • Dead on Arrival: Any perceived faults need to be notified to returns@lowincomeprogramme.co.uk within 14 days of delivery. Such notification should detail any issues identified and evidence where available. Exertis (UK) Limited will then arrange collection and AgilityEco will arrange a credit once the items have been inspected and signed off as faulty. Where Exertis (UK) Limited finds any items not to be faulty, the items will be returned and return shipping charges will apply. A collection charge will also apply for each attempt where Goods are found not to be faulty by Exertis (UK) Limited.
      • Any items found to be Dead on Arrival or faulty outside of the above timeframes should be reported to the product manufacturer, who will deal with the enquiry in line with it’s warranty requirements.
    • The Supplier will not accept any returns unless they are notified to the Supplier within timeframes stated above and returned within 14 days of the date of issue of the returns authorisation number, at the Customer’s cost.
    • The notification shall include the reason for the return, e.g. whether the Goods are defective or have been wrongly picked. The Customer has no right to return Goods which have been delivered in accordance with the Terms & Conditions.
    • Goods returned must be in the original packaging and in a clean resalable condition (subject only to defects which have been notified to the Supplier in accordance with clause 6). The returns authorisation number must be written on a label attached to the packaging. Any Goods not meeting these criteria may, at the Supplier’s discretion, be refused and returned to the Customer and/or, a handling charge (equal to a minimum of 15% of the order value of the Goods involved) will be levied to the Customer’s account to cover the additional costs involved (such as, without limitation, repackaging costs and/or the carriage and associated costs of returning the Goods to the Customer). In addition, the Customer will be charged for any damage caused to the Goods whilst they were in the Customer’s custody or control.
    • If the Customer fails to make Goods ready for collection on the return date agreed with the Supplier, the Supplier reserves the right to charge the Customer a handling fee.
    • If, upon examination by the Supplier or the manufacturer, the retuned Goods are found not to be defective, the Supplier reserves the right to return the Goods to the Customer and to charge the Customer a handling fee equal to a minimum of 15% of the order value of the relevant Goods. In addition, the Customer shall be deemed to have purchased the replacement goods on these terms and conditions and the Supplier shall be entitled to invoice the Customer for the replacement goods.
    • The Supplier shall not be responsible for the loss in transit of any Goods where the Customer makes its own arrangements to return the Goods to the Supplier.

 

  1. Title & 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 has received payment in full (in cash or cleared funds) for:
      • the Goods; and
      • any other goods or services that the Supplier (or any associated company, subsidiary or holding company of the Supplier) has supplied to the Customer.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • hold the Goods on a fiduciary basis as the Supplier’s bailee;
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      • notify the Supplier immediately upon the occurrence of an Insolvency Event; and
      • give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business;
      • be obliged to store the Supplier’s goods separately and identify them as belonging to the Supplier; and
      • allow the Supplier access to its premises to verify that the goods have been stored correctly.
    • The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any Goods has not passed from the Supplier.
    • If, before title to the Goods passes to the Customer, the Customer becomes subject to an Insolvency Event, or the Supplier reasonably believes that any Insolvency Event is about to happen and notifies the Customer accordingly, or if the Customer’s right to possession of the Goods is terminated in accordance with clause 6, or if any sum due to the Supplier as referred to in clause 9.2 is not paid when due, then, provided that the Goods have not been resold or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
    • The Customer’s right to possession of the Goods shall terminate immediately if the Customer becomes subject to an Insolvency Event. However the Supplier, having been informed of the Customer becoming subject to an Insolvency Event, may consent in writing (subject to such terms as the Supplier may in its sole discretion impose in respect of such consent) to the Customer’s continued right of possession of the Goods.
  1. Customers Property
    • The Customer’s property supplied to the Supplier by or on behalf of the Customer shall, while it is in possession of the Supplier or in transit to or from the Customer, be deemed to be at the Customer’s risk and the Customer shall insure accordingly.
    • The Supplier shall be entitled to make a reasonable charge for the storage of any of the Customer’s property left with the Supplier before receipt of the Order or after notification to the Customer of completion of the Services.
  1. Disputes

Contact Agility Eco Services Limited first. If a dispute arises, our goal is to learn about and address your concerns. You agree that you will notify us of any dispute you have regarding these Terms & Conditions by contacting admin@lowincomeprogramme.co.uk.

  1. Warranties and Disclaimers
    • As far as permitted by applicable law and without affecting your statutory rights, the portal, and all content available on the portal, is provided on an “as-is” basis without warranties or conditions of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
    • All Goods and services purchased through the portal are provided on an “as-is” basis unless otherwise noted in the Limited Warranty included with a product. With respect to the Goods, you may choose whether to make a claim under these Terms & Conditions or the limited warranty or both, but you may not recover twice in respect of the same loss. To initiate a return under the limited warranty for your product, you should contact the product manufacturer.
    • You use and/or install any Goods at your own discretion and risk. You will be solely responsible for any and all loss, liability or damages resulting from your use or installation of a product, including damage or loss to your/a treated home’s HVAC system, plumbing, home, Product, other peripherals connected to the Product, computer, mobile device and all other items and pets in your/treated home.
    • We do not guarantee or promise any specific level of energy savings or other monetary benefit from the use of any Goods or any feature of them. Actual energy savings and monetary benefits vary with factors beyond our control or knowledge.
    • We gives no warranty regarding the life of the batteries used in a product. Actual battery life may vary depending on a number of factors, including the configuration and usage of a product.
  1. Limitation of Liability
    • Nothing in these Terms & Conditions and in particular within this “Limitation of Liability” section shall attempt to exclude or limit liability that cannot be excluded under applicable law.
    • The Supplier shall under no circumstances whatever be liable to the Customer for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever including those, which fall within any of the following categories (without limitation):
      • special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
      • loss of profits;
        • loss of anticipated savings;
        • loss of business opportunity; and
        • loss of goodwill; and
    • The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Terms & Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods and Services.
    • All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Terms & Conditions.
    • All reference to ‘the Supplier’ in this clause shall, for the purposes of this clause only, be treated as including all employees, subcontractors and suppliers of the Supplier, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
  1. Data Protection

By placing an order for Goods, you agree and understand that we may store, share, process and use data collected from your order form or phone/fax/email order for the purposes of processing the order. Agility Eco Services Limited may also share such data with its subsidiaries and within the group of companies. We work with other companies that help provide Goods to you, such as Exertis (UK) Ltd, the portal operator, freight carriers and credit card processing companies, and Nest may have to share certain information with these companies for this purpose.

  1. Electronic Communications

You are communicating with Agility Eco Services Limited electronically when you use the portal or send an email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you order in the portal, we collect and store your email address. From that point forward, your email address is used to send you information about Goods and services unless you opt-out of such emails.

  1. Notifications

We may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the email associated with your portal account. We is not responsible for any automatic filtering you or your network provider may apply to email notifications. We recommend that you add @lowincomeprogramme.co.uk URLs to your email address book to help ensure you receive email notifications.

  1. Insolvency

For the purpose of these Conditions, the following events shall be deemed to be Insolvency Events:

    • the Customer 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;
    • the Customer 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;
    • (being a company) 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 Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
    • (being an individual) the Customer is the subject of a bankruptcy petition or order;
    • a creditor or encumbrancer of the Customer 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;
    • (being a company) 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 Customer;
    • (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
    • a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
    • any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17;
    • the Customer encumbers or in any way charges any of the Goods;
    • the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
    • the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
    • (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
  1. Force Majeure

We will not be liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including, without limitation, acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, 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.

  1. Protection of Confidentiality and Intellectual Property Rights

Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

  1. Severability

If any part of these Terms & Conditions becomes illegal, invalid, unenforceable, or prohibited in any respect, under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of these Terms & Conditions will remain in full force and effect.

  1. Waiver

Failure or delay by us to enforce any of these Terms & Conditions will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.

  1. Governing Law and Jurisdiction

These Terms & Conditions are governed by English law. A contract for the purchase of Goods through the portal and any dispute or claim arising out of or in connection with it will be governed by English law. The courts of England will have non-exclusive jurisdiction. You also may have the right under relevant consumer protection laws to bring proceedings in your country of residence