Carbon Certification – Terms & Conditions of Business
Last updated: 28th May 2025
Important notice: These Terms & Conditions (“Terms”) constitute a legally binding agreement between Greenways Operations Ltd t/a Carbon Certification, company number 16067495 whose registered office is at 24 Gardeners Way, Rainhill, Merseyside L35 4PU (“we”, “us”, “our”) and the person, firm or company purchasing Services from us (“you”, “your”, the “Client”). They set out the basis upon which we supply energy‑related compliance and ancillary services. Please read them carefully. By commissioning or accepting a quotation you agree to be bound by these Terms. Nothing in these Terms limits any statutory rights that cannot lawfully be limited.
1. Definitions
In these Terms, unless the context otherwise requires:
| Term | Meaning |
| “Applicable Law” | all legislation, regulations, codes of practice and guidance in force and applicable to the Services, including without limitation the Building Regulations 2010 (as amended), the Energy Performance of Buildings Regulations 2012, the Energy Performance of Buildings (Scotland) Regulations 2008 (where relevant), the Energy Performance of Buildings (Certificate and Inspections) Regulations (Northern Ireland) 2008 (where relevant), the Data Protection Legislation, Health & Safety at Work etc. Act 1974 and any industry accreditation scheme requirements. |
| “Business Day” | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
| “Contract” | the contract between you and us for the supply of Services in accordance with these Terms. |
| “Deliverables” | any certificates, calculations, reports, plans, photographs, digital files or other outputs produced by us for you. |
| “Data Protection Legislation” | the UK GDPR, the Data Protection Act 2018 and any other applicable UK data protection or privacy laws. |
| “Order” | your acceptance of our Quotation, however communicated, or your instruction for us to proceed with the Services, whichever is earlier. |
| “Quotation” | our written estimate or proposal for the Services, including any specification and the Fees. |
| “Services” | the services described in the Quotation, which may include but are not limited to Energy Performance Certificates (EPC) for domestic and non‑domestic premises, Display Energy Certificates (DEC), SAP calculations, TM44 air‑conditioning inspections, floorplans, lease plans, site photography and ancillary consultancy and advisory services. |
2. Interpretation
Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice‑versa. References to statutes include amendments and re‑enactments. “Including” means “including, without limitation”.
3. Application & Entire Agreement
3.1 These Terms apply to and form part of the Contract to the exclusion of any other terms.
3.2 The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, correspondence or arrangements.
3.3 You acknowledge that you have not relied on any statement or representation not expressly set out in the Contract.
4. Services
4.1 We shall supply the Services with reasonable care and skill, in accordance with Applicable Law and the standards of a competent and suitably qualified energy assessor.
4.2 We may engage suitably qualified subcontractors to perform all or part of the Services. We remain responsible for their acts and omissions.
4.3 All Deliverables are prepared on the basis of information provided by you and site observations at the time of inspection. They are valid only for their intended purpose and should not be relied on for any other purpose without our written consent.
5. Quotations, Orders & Contract Formation
5.1 A Quotation is not an offer. It is valid for 30 days unless stated otherwise.
5.2 The Contract is formed when we confirm acceptance of your Order or commence the Services, whichever occurs first.
6. Client Obligations
You shall:
- (a) provide us with free, safe and timely access to the premises, utilities and any information or documentation reasonably required to carry out the Services;
- (b) ensure that all information you provide is accurate and complete;
- (c) notify us of any known hazards or restrictions at the premises;
- (d) obtain all necessary third‑party consents and permissions;
- (e) co‑operate fully and in good faith with us.
7. Our Obligations
7.1 We shall use reasonable endeavours to meet any performance dates, but such dates are estimates only.
7.2 We shall maintain professional indemnity insurance and public liability insurance at levels commensurate with industry practice. Evidence is available upon request.
8. Fees, Expenses & Payment
8.1 The fees for the Services (“Fees”) are set out in the Quotation.
8.2 Unless agreed otherwise, we may invoice 50% of the Fees upon acceptance of the Order and the balance on completion of the Services.
8.3 Invoices are payable within 14 days of the invoice date. Time for payment is of the essence.
8.4 All Fees are exclusive of any reasonable expenses (including travel, accommodation, subsistence and statutory lodgement fees) which will be charged at cost.
8.5 We may suspend the Services or withhold Deliverables where any sum is overdue.
8.6 We reserve the right to charge interest at 4% per annum above the Bank of England base rate on overdue sums, accruing daily until payment, and to recover our reasonable debt‑collection costs.
9. Variations & Additional Services
9.1 Any change to the scope of Services shall be agreed in writing.
9.2 Where no Fee has been agreed for additional work, it will be charged on a time and materials basis at our prevailing hourly rates.
10. Deliverables & Acceptance
10.1 Deliverables will be provided in electronic format (PDF/DwG/JPEG) by secure link or email unless otherwise agreed.
10.2 You shall review Deliverables within 5 Business Days. Unless you notify us of any material non‑conformity within that period, Deliverables are deemed accepted.
10.3 Our liability for any errors notified after acceptance is limited to correcting the Deliverable where it is reasonably practicable to do so.
11. Site Access, Health & Safety
11.1 You are responsible for ensuring that the premises are safe and comply with health and safety legislation.
11.2 We reserve the right to refuse or cease attendance where, in our reasonable opinion, conditions are unsafe.
12. Cancellations & Cooling‑Off
12.1 Consumers (as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) have a statutory right to cancel within 14 days of forming the Contract unless you expressly request us to begin work within the cooling‑off period.
12.2 Where Services are cancelled less than 24 hours before a scheduled site visit, we may charge a cancellation fee not exceeding the costs incurred plus 20% administration fee.
13. Intellectual Property Rights
13.1 All intellectual property rights in the Deliverables remain ours until full payment of all sums due, after which ownership passes to you subject to clause 13.2.
13.2 We retain the right to use anonymised Deliverables for internal training, quality assurance and marketing, provided no confidential information is disclosed.
14. Confidentiality
14.1 Each party shall keep confidential all information of the other that is marked confidential or would reasonably be regarded as confidential, save as required by law or regulatory authorities.
15. Data Protection
15.1 Both parties shall comply with the Data Protection Legislation.
15.2 Where we process personal data on your behalf we do so as processor in accordance with our Privacy Notice, a copy of which is available on our website.
16. Insurance
We maintain professional indemnity insurance (minimum £1,000,000) and public liability insurance (minimum £2,000,000). Certificates are available on request.
17. Limitation of Liability
17.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or any other liability that cannot be excluded by law.
17.2 Subject to 17.1, our total aggregate liability under or in connection with the Contract (whether in contract, tort, negligence, misrepresentation or otherwise) shall be limited to the greater of (a) £1,000,000 or (b) 150% of the Fees actually paid under the Contract.
17.3 We shall not be liable for (a) loss of profit, business, revenue or goodwill; (b) indirect or consequential loss; or (c) any loss arising from reliance on Deliverables for a purpose other than that intended.
17.4 You shall indemnify us against all claims arising from (a) your breach of the Contract; or (b) any inaccurate information provided by you.
18. Force Majeure
We shall not be liable for delay or failure to perform caused by events beyond our reasonable control, including extreme weather, illness, acts of government, epidemic, pandemic or failure of third‑party utilities.
19. Suspension & Termination
19.1 We may suspend the Services immediately on written notice if you fail to pay any sum when due.
19.2 Either party may terminate the Contract with immediate effect if the other commits a material breach that is irremediable or (if remediable) fails to remedy within 14 days of notice.
20. Consequences of Termination
20.1 Termination is without prejudice to rights accrued up to the termination date.
20.2 All outstanding Fees become immediately due.
20.3 Clauses intended to survive termination (including 13, 14, 17, 22) shall continue in force.
21. Assignment & Sub‑Contracting
21.1 You may not assign or transfer any rights under the Contract without our prior written consent.
21.2 We may assign or subcontract any part of the Services provided this does not prejudice your rights.
22. Notices
Notices must be in writing and delivered by hand, pre‑paid first‑class post or email to the address set out in the Quotation (or such other address notified). They are deemed received (a) if delivered by hand, on signature; (b) if posted, 2 Business Days after posting; (c) if emailed, at 09:00 on the next Business Day after transmission provided no bounce‑back is received.
23. Waiver
Failure to enforce any right does not constitute a waiver of that or any other right.
24. Severance
If any provision is held unenforceable it shall be modified to the minimum extent necessary or, if impossible, severed; the remaining provisions shall remain in full force.
25. Variation
No variation of the Contract is effective unless agreed in writing and signed by authorised representatives of both parties.
26. Third‑Party Rights
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
27. Governing Law & Jurisdiction
The Contract and any dispute or claim arising out of it is governed by the law of England & Wales and subject to the exclusive jurisdiction of the English courts, save that we may seek injunctive or interim relief in any jurisdiction.
28. Complaints & Dispute Resolution
28.1 We aim to provide an excellent service. If you are dissatisfied, please contact complaints@carboncertification.co.uk. We will investigate and respond within 10 Business Days.
28.2 If we cannot resolve a dispute amicably, either party may propose mediation in accordance with the CEDR Model Mediation Procedure before commencing litigation (save for urgent relief).
29. Website Use & Online Reports
29.1 Access to our online portal or website is granted “as is” and at your own risk.
29.2 We do not guarantee that the website will be free from errors or uninterrupted.
29.3 Except as required by law, we exclude all warranties relating to the website.
30. Interpretation Priority
In the event of conflict between the Quotation and these Terms, the Quotation prevails. In the event of conflict between different parts of these Terms, the part with the higher number prevails unless expressly stated otherwise.
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