TERMS and CONDITIONS of BUSINESS for the

SUPPLY OF ENERGY PERFORMANCE CERTIFICATES

1    DEFINITIONS

In this document the following words shall have the following meanings:

1.1        "Agreement" means these Terms and Conditions together with the instruction from the customer. Any deviation or change form these terms and conditions must be agreed in writing from the supplier before acceptance.

1.2        "Customer" means the organisation or person who purchases services from the Supplier;

1.3        "Data collection survey" means the data collected in order to produce the EPC. The data collected by the assessor is recorded by site notes, descriptions, plans and photos of the various structure, fabric, HVAC details, lighting parameters and energy saving devices e.g. wind turbines, photovoltaics, solar panel heater, ground heat pumps etc.

1.4        "Energy Performance Certificate" means the report generated by "SBEM".

1.5   "SBEM" is a computer program that provides an analysis of a building's energy
consumption. SBEM calculates monthly energy use and carbon dioxide emissions of a building given a description of the building geometry, construction, use and HVAC and lighting equipment. SBEM makes use of standard data contained on associated databases and available with other software. The purpose of SBEM is to produce consistent and reliable evaluations of energy use in non-domestic buildings for Building Regulations Compliance and for Building Energy Performance Certification purposes

1.6  "Supplier" means COMMERCIAL AND PUBLIC ENERGY ASSESSORS LTD

Company No. 6437000, Pantons Cottage. The Street. Dallington. East Sussex TN21 9NH

Tel. 0845 1162327 mob. 07773044719  Fax.0-7006-009-640 Email:d.wilson@capea.co.uk

2  GENERAL

2.1        These Terms and Conditions shall apply to all energy performance certificates issued by the Supplier to the Customer.

2.2   Before the commencement of the services the Supplier shall submit to the Customer a quotation which shall specify the cost of the energy performance certificate payable. The Customer shall notify the Supplier that they are happy with the quotation and by agreeing to instruct the supplier shall be bound to these Terms and Conditions.

2.3 The Supplier shall use all reasonable endeavours to complete the energy performance certificate within an estimated time frame. The time frame of completing the energy performance shall not be of the essence in the performance of any services.

3  FEES AND PAYMENT

3.1        The fees for the production and delivery of the performance of the energy performance certificate are as set out in the schedule. The Supplier shall invoice the Customer prior to the release of the energy performance certificate.

3.2   Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.50% per annum above the base rate of the Bank of England. In the event that the
Customer's procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.

4    CUSTOMER'S OBLIGATIONS

4.1 To enable the Supplier to perform its obligations under this Agreement the Customer

shall:

4.1.1 co-operate with the Supplier;

4.1.2 provide the Supplier with any information reasonably required by the

Supplier if readily available.

4.1.3   Obtain all necessary permissions and consents which may be required before the commencement of the services; and

4.1.4   Comply with such other requirements as may be set out in the data collection survey or otherwise agreed between the parties.

4.2   The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer's failure to comply with Clause 4.1.

4.3   Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the data collection survey the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days' written notice the full amount of the
services contracted for as set out in the data collection obligations of the customer, and the Customer agrees this is a genuine pre-estimate of the Supplier's losses in such a case. For the avoidance of doubt, the Customer's failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.

4.4   In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

4.4.1          The Supplier shall have no liability in respect of any delay to the completion of  any project;

4.4.2   if applicable, the timetable for the project will be modified accordingly;

4.4.3   the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

5 ALTERATIONS TO THE SERVICE SPECIFICATION

5.1           The parties may at any time mutually agree upon and execute new Terms and Conditions of the delivery of the EPC, provided that both parties agree to the new Terms and Conditions in writing (or e-mail). Any alterations in the scope of the delivery of the EPC to be provided under this Agreement shall be set out in the quotation, which shall reflect the fees and any other terms agreed between the parties.

5.2    The Customer may request from time to time alterations to the date of the data collection survey. The notice must be made in writing (or e-mail) and sent to the Supplier. On receipt of the request for alterations of the survey date the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing (e-mail) of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

5.3    Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such written notice (or e-mail) or such other period as may be agreed between the parties, advise the Supplier by notice in writing (or e-mail) whether or not it wishes the alterations to proceed.

5.4           Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the
Customer confirms in writing (or e-mail) that it wishes the alterations to proceed on those terms, the "data collection survey" shall be amended to reflect such alterations the Supplier shall perform this Agreement upon the basis of such amended terms.

6   WARRANTY

6.1        The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

6.2        Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier

7   INDEMNIFICATION

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement

8   LIMITATION OF LIABILITY

8.1        Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.

8.2   In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

8.3        Nothing in these Terms and Conditions shall exclude or limit the Supplier's liability for death or personal injury resulting from the Supplier's negligence or that of its employees, agents or sub-contractors.

9   TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

9.1  the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

9.2        the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

9.3        the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

9.4   the other party ceases to carry on its business or substantially the whole of its business; or

9.5        the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10      INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

11  FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if

the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.