Terms & Conditions

Terms and Conditions for ZESTEC SERVICES LIMITED

Effective Date: 12/10/2025

1. DEFINITIONS

"Authority" or "Client" means the individual, company, or organisation engaging ZESTEC SERVICES LIMITED for electrical design consultancy services.

"Consultant" or "we" or "us" means ZESTEC SERVICES LIMITED, a company registered in England and Wales, specialising in Zero-Emission Systems and Technical Electrical Consulting Services, with registered office at [Registered Office Address].

"Contract" means the agreement between the Client and the Consultant comprising the Purchase Order, these Terms and Conditions, and any referenced documents.

"Deliverables" means the design outputs specified in the Purchase Order, including but not limited to single-line diagrams, cable calculations, selectivity studies, technical reports, and certificates of compliance.

"Fees" means the charges for services as specified in the Purchase Order and pricing schedule.

"Key Personnel" means any person designated in the Purchase Order as essential to project delivery.

"Project" means the electrical design consultancy services described in the Purchase Order.

"Purchase Order" means the written order issued by the Client or accepted quotation from the Consultant detailing the Project scope, Fees, and delivery timescales.

"Services" means the AC electrical design services including technical reviews, calculations, compliance reports, and related consultancy work.

2. GENERAL PROVISIONS

2.1 These Terms and Conditions, together with the Purchase Order and any documents referenced therein, constitute the entire Contract between the parties and supersede all prior negotiations, representations, and agreements.

2.2 No variation to these Terms shall be valid unless agreed in writing and signed by both parties.

2.3 If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall continue in full force.

2.4 The Client's standard terms and conditions, if any, are expressly rejected. Commencement of work or acceptance of payment constitutes acceptance of these Terms.

2.5 Nothing in this Contract creates a partnership, employment relationship, or agency between the parties.

2.6 These Terms apply to all monthly retainer packages (20, 40, 60, and 80-hour options) and project-based work.

3. SCOPE OF SERVICES

3.1 The Consultant shall provide electrical design services in accordance with:

BS7671:2008(2015) and subsequent amendments
Current Building Regulations
Relevant industry standards for AC electrical systems
Engineering Council UK guidelines for professional practice

3.2 Services include, but are not limited to:

Technical reviews and feasibility studies
Single-line diagrams (SLDs) and point-of-connection designs
Cable sizing calculations and voltage drop analysis
Bill of Materials (BOM) preparation
G100 compliance documentation
Selectivity and coordination studies
Distribution board and switchboard arrangements
CPD settings reports
Custom electrical panel designs

3.3 The Consultant shall:

Deliver services with reasonable skill, care, and diligence
Use appropriately qualified personnel
Provide designs in digital format (PDF, CAD) unless otherwise agreed
Complete work to the Client's reasonable satisfaction

3.4 Exclusions: Unless explicitly included in the Purchase Order:

Physical installation, testing, or commissioning
Site attendance (charged separately at daily rates)
Third-party software licenses
Physical materials or equipment
Ongoing maintenance or support beyond specified warranty period

4. CLIENT RESPONSIBILITIES

4.1 The Client shall provide:

Complete and accurate project data, including existing PV designs, site information, and electrical infrastructure details
Timely access to project documentation and relevant personnel
MPAN (Meter Point Administration Number) details where applicable
Written approval at key project milestones

4.2 The Client is responsible for ensuring:

All provided information is accurate and complete
Site safety compliance if site visits are required
Timely responses to requests for clarification
Final implementation complies with designs provided

4.3 Delays caused by Client failure to provide required information may result in:

Extended delivery timescales
Additional charges at £50/hour for idle design time
Potential project suspension after 14 days' written notice

4.4 Changes to project scope after commencement will incur additional fees as detailed in Section 8.

5. PRICING AND PAYMENT TERMS

5.1 Monthly Retainer Packages

Rolling Monthly Contract (30 days' notice to cancel):

20 hours/month: £650 (£32.50/hour effective rate)
30 hours/month: £750 (£25.00/hour effective rate)
40 hours/month: £960 (£20.00/hour effective rate) Best Value
80 hours/month: £1920 (£24.00/hour effective rate)

Terms:

No hour carryover - unused hours expire at month end
Cancel with 30 days' written notice
No refunds for unused hours

6-Month Contract (paid in advance, 3-month blocks):

20 hours/month: £600/month (£30.00/hour effective rate)
30 hours/month: £700/month (£23.33/hour effective rate)
40 hours/month: £900/month (£22.50/hour effective rate)
80 hours/month: £1,870/month (£23.38/hour effective rate)

Payment Structure: 2 payments

First payment: Due at contract start (covering months 1-3)
Second payment: Due at end of month 3 (covering months 4-6)

Hour Carryover: Maximum 1.5x monthly allocation

Example (20-hour package): Use 10 hours → 10 carry over; use 2 hours → 18 carry over
Maximum accumulation: 30 hours for 20-hour package
Unused hours expire at contract end

Early Termination:

Available from next billing cycle
Fee: 40% of remaining contract value
No refunds for unutilized hours

12-Month Contract (paid in advance, 4-month blocks):

20 hours/month: £500/month (£25.00/hour effective rate)
30 hours/month: £600/month (£20.00/hour effective rate)
40 hours/month: £800/month (£20.00/hour effective rate)
80 hours/month: £1,720/month (£21.50/hour effective rate)

Payment Structure: 3 payments

First payment: Due at contract start (covering months 1-4)
Second payment: Due at end of month 4 (covering months 5-8)
Third payment: Due at end of month 8 (covering months 9-12)

Hour Carryover: Maximum 2x monthly allocation

Example (20-hour package): Use 10 hours → 10 carry over; use 2 hours → 18 carry over
Maximum accumulation: 40 hours for 20-hour package
Unused hours expire at contract end

Early Termination:

Available from next billing cycle
Fee: 40% of remaining contract value
No refunds for unutilized hours

Additional Hours (All Retainer Packages):

Charged at £50 per hour
Minimum charge: Full hour (even if only 10 minutes used)
Example: 10 minutes of work = £50 charge; 65 minutes of work = £100 charge
Billed on next monthly invoice

5.2 Project-Based Pricing

Hourly Rate: £50/hour (minimum 1 hour charge)

Daily Rate: £400/day (8 hours, standard business hours 09:00-17:00 GMT)

Out-of-hours work: 50% premium applies to work outside standard hours or on weekends/bank holidays.

5.3 Invoicing and Payment

5.3.1 Retainer Packages:

Monthly fees invoiced in advance on the 1st of each month
First month's payment due before work commences
Payment due within 14 days of invoice date

5.3.2 Project Work:

A non-refundable deposit of 20% is required before work commences
Interim invoices may be issued for projects exceeding one month
Final invoice issued upon project completion
Payment due within 14 days of invoice date

5.3.3 Invoice Requirements:

All invoices must reference the Purchase Order number
Invoices shall detail hours worked, services provided, and applicable rates
VAT shown separately where applicable

5.3.4 Payment Methods:

Bank transfer (BACS) to account details provided on invoice (preferred method)
Debit/credit card payments accepted
Cheque payments subject to £2.50 administration fee
Cash payments not accepted

5.4 Late Payment

5.4.1 Interest on overdue amounts accrues at 5% above the Bank of England base rate per annum, calculated daily from the due date until payment.

5.4.2 Late payment consequences:

7 days overdue: First reminder notice issued
14 days overdue: Work suspension and formal notice issued
21 days overdue: Contract termination rights activated
30 days overdue: Debt recovery proceedings commence

5.4.3 The Client shall be liable for all reasonable costs of collection, including:

Administration fees (£75 minimum)
Legal costs on a solicitor-client basis
Debt collection agency fees
Court costs and enforcement fees

5.5 Additional Cost Provisions

5.5.1 Estimates are valid for 30 days. Material price increases after quotation acceptance will be passed to the Client with supporting evidence.

5.5.2 Variation Orders: Changes to agreed scope require written variation order detailing additional costs before work proceeds.

5.5.3 Expenses: Where agreed in advance, reasonable expenses are rechargeable at cost plus 10% administration fee, subject to receipt provision.

5.5.4 Non-electronic payment surcharge: 2% charge applies to cheque payments to cover processing costs.

5.6 Disputes

Payment disputes must be raised in writing within 7 days of invoice receipt. Undisputed portions remain payable by the due date.

5.7 Set-Off

The Client may not withhold or set off any amounts due under this Contract against amounts claimed to be due under any other contract or agreement.

6. DEBT RECOVERY

6.1 Debt Collection Process:

Upon non-payment within the specified terms, the Consultant reserves the right to:

6.1.1 Engage a professional debt collection agency to recover outstanding amounts

6.1.2 Report the debt to credit reference agencies, which may affect the Client's credit rating

6.1.3 Commence legal proceedings in the appropriate court for recovery of:

Outstanding principal amount
Accrued interest as specified in Section 5.4.1
All reasonable collection costs
Legal fees and court costs

6.2 Collection Costs:

The Client shall be liable for all reasonable third-party costs incurred in recovering the debt, including but not limited to:

Debt collection agency fees (typically 10-25% of outstanding amount)
Solicitor's fees
Court fees
Bailiff or enforcement agent fees
Credit reference agency reporting fees

6.3 The Consultant may pursue recovery through county court proceedings under the appropriate small claims or fast-track procedure.

6.4 Continued non-payment may result in:

Suspension of all work for the Client
Termination of the Contract
Refusal to release Deliverables
County Court Judgement (CCJ) against the Client

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership Upon Payment:

Upon receipt of full payment, all intellectual property rights in Deliverables created specifically for the Client shall transfer to the Client
Title and risk pass to the Client upon delivery and payment clearance

7.2 Pre-Payment Position:

All designs, calculations, and documentation remain the Consultant's intellectual property until full payment received
The Consultant may withhold delivery of final Deliverables pending payment

7.3 Client Usage Rights:

The Client may use Deliverables solely for the specified Project
Reproduction, modification, or distribution for other projects requires written consent
The Client shall not remove copyright notices or attribution

7.4 Third-Party Rights:

The Consultant warrants that Deliverables will not infringe third-party intellectual property rights
This warranty excludes materials or designs provided by the Client
The Consultant shall indemnify the Client against claims arising from breach of this warranty, subject to Section 10 liability limits

7.5 Consultant's Background IP:

Pre-existing methodologies, templates, and tools remain the Consultant's property
The Client receives a non-exclusive license to use such materials solely as incorporated in Deliverables

8. VARIATIONS AND CHANGE CONTROL

8.1 Either party may request variations to the Project scope in writing.

8.2 The Consultant shall provide a written assessment of:

Impact on delivery timescales
Additional costs or fee adjustments
Resource implications

8.3 Variations require written approval from both parties before implementation.

8.4 Change Fees:

Minor changes (under 2 hours): Incorporated into existing scope where reasonable
Major changes: £75 administration fee plus hourly charges at applicable rate
Variations on fixed-price projects: Quoted separately and require Client approval before proceeding

8.5 Repeated minor changes may result in reclassification as major variations at the Consultant's discretion.

9. TIMESCALES AND PERFORMANCE

9.1 Delivery Timescales:

Indicative timescales as referenced in previous communications:

Basic technical reviews: 1-2 hours (small systems)
Standard residential (sub-50kW) SLD: 2-4 hours
Commercial system (50kW-1MW) design: 4-8 hours
Full coordination reports: 6+ hours

Specific delivery dates will be confirmed in the Purchase Order.

9.2 Timescales are estimates based on:

Continuous access to Client data during standard business hours
No scope changes during delivery
Timely Client responses (within 48 hours of requests)

9.3 Pre-MPAN Priority:

Where specified, priority delivery targets 24-96 hours depending on complexity
Requires all necessary information provided upfront
Subject to current workload and may incur expedite fees

9.4 The Consultant shall:

Notify the Client immediately of any anticipated delays
Provide progress reports as reasonably requested
Use reasonable endeavors to meet agreed timescales

9.5 Client Delays:

If timescales cannot be met due to Client action or inaction, the Consultant may:

Extend delivery dates proportionately
Charge for idle time at applicable hourly rates
Suspend work after 14 days' written notice

9.6 Time is not of the essence unless explicitly stated in the Purchase Order.

10. LIABILITY AND INDEMNITY

10.1 Consultant's Liability:

10.1.1 The Consultant's total aggregate liability under this Contract shall not exceed:

For retainer contracts: Three times the monthly retainer fee
For project work: The total Fees paid for the specific Project
Absolute maximum: £10,000 per claim or series of related claims

10.1.2 The Consultant shall not be liable for:

Loss of profits, revenue, or business opportunity
Loss of anticipated savings
Loss of data (beyond reasonable restoration efforts)
Indirect or consequential losses
Losses arising from Client's implementation or modification of designs
Errors in designs stemming from inaccurate Client-provided data

10.1.3 Excluded Liability: Nothing in this Contract limits liability for:

Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Breach of statutory rights
Any matter for which exclusion is prohibited by law

10.2 Professional Indemnity:

10.2.1 The Consultant maintains professional indemnity insurance of at least £1,000,000 per claim.

10.2.2 Insurance certificates available on request.

10.2.3 The Consultant shall maintain appropriate insurance throughout the Contract term and for 6 years after completion.

10.3 Client Indemnity:

The Client shall indemnify the Consultant against:

Claims arising from Client's misuse or modification of Deliverables
Losses resulting from inaccurate information provided by Client
Third-party claims for infringement where designs incorporate Client-specified materials
Any breach of statutory health and safety requirements at Client premises

10.4 Warranty Period:

10.4.1 The Consultant warrants design accuracy for 12 months from delivery.

10.4.2 Warranty excludes:

Errors arising from Client-provided data
Changes to regulations after delivery
Third-party modifications
Normal wear and tear of digital media
Force majeure events

10.4.3 The Client must notify defects in writing within 30 days of discovery during the warranty period.

10.4.4 The Consultant's sole obligation is to correct defects or, at its option, refund a proportionate amount of Fees.

11. CONFIDENTIALITY AND DATA PROTECTION

11.1 Confidential Information:

Both parties shall keep confidential all information disclosed during the Contract, including:

Technical designs and methodologies
Business strategies and pricing
Customer lists and project details
Commercially sensitive information

11.2 Exceptions: Confidentiality obligations do not apply to information that:

Is publicly available through no fault of the receiving party
Was already known to the receiving party
Is lawfully obtained from a third party
Must be disclosed by law or regulatory requirement

11.3 Data Protection:

11.3.1 The Consultant processes personal data in accordance with UK GDPR and Data Protection Act 2018.

11.3.2 Full privacy policy available at [www.zestecservices.com/privacy].

11.3.3 The Client may request access to, correction of, or deletion of personal data by contacting [email@example.com].

11.3.4 Where subcontractors are used, appropriate data processing agreements and NDAs are in place.

11.4 Duration: Confidentiality obligations survive Contract termination for 5 years.

11.5 Official Secrets: The Consultant and its personnel comply with the Official Secrets Acts 1911-1989 where applicable.

12. TERMINATION

12.1 Termination for Convenience:

The Client may terminate with 30 days' written notice (rolling monthly contracts) or as specified in multi-month contracts.

12.2 Termination for Breach:

Either party may terminate immediately by written notice if:

The other party commits a material breach incapable of remedy
The other party fails to remedy a material breach within 30 days of written notice
The other party becomes subject to insolvency proceedings

12.3 Insolvency Events:

The Consultant may terminate immediately if the Client:

Enters administration, liquidation, or receivership
Makes any composition with creditors
Ceases trading
Has a bankruptcy petition presented against it (individuals)

12.4 Consequences of Termination:

Upon termination:

12.4.1 All outstanding Fees become immediately due and payable

12.4.2 The Client shall pay for:

All completed Deliverables
Work in progress (on a quantum meruit basis)
Reasonable cancellation costs incurred

12.4.3 The Consultant shall:

Deliver completed Deliverables upon payment
Return or securely destroy Client materials
Cease use of Client confidential information

12.4.4 Early Termination by Client:

Within 7 days of Contract acceptance: 10% cancellation fee
After work commencement: Full payment for work completed plus 25% of remaining Contract value (maximum)
Retainer contracts: Forfeiture of current month's fee, no refund

12.5 Survival: The following clauses survive termination:

Payment obligations (Section 5)
Intellectual Property (Section 7)
Confidentiality (Section 11)
Liability limitations (Section 10)
Dispute resolution (Section 16)

13. PERSONNEL AND SUBCONTRACTING

13.1 The Consultant shall assign appropriately qualified personnel to the Project.

13.2 Key Personnel:

Where named in the Purchase Order, Key Personnel shall not be changed without Client approval
The Consultant may replace personnel for legitimate reasons (illness, leave) with personnel of equivalent qualification

13.3 Subcontracting:

13.3.1 The Consultant may engage subcontractors with specific expertise, subject to:

Appropriate confidentiality obligations
Professional indemnity insurance
Technical competence verification

13.3.2 The Consultant remains fully liable for subcontractor performance.

13.3.3 The Client may request disclosure of subcontractor identities.

13.4 Client Security:

Where work is performed at Client premises:

Consultant personnel shall comply with all security protocols
The Client may refuse access to any individual on reasonable security grounds
The Consultant shall bear reasonable costs of personnel replacement

13.5 No Solicitation:

During the Contract term and for 12 months thereafter, neither party shall directly employ or solicit personnel who have worked on the Project without the other party's written consent.

14. HEALTH, SAFETY, AND COMPLIANCE

14.1 The Consultant shall:

Comply with Health and Safety at Work Act 1974 and related regulations
Notify the Client of any safety hazards arising from the work
Maintain appropriate risk assessments
Ensure personnel are adequately trained

14.2 Where site visits are required:

The Client shall provide a safe working environment
The Client shall notify the Consultant of site-specific hazards
The Consultant shall comply with site safety rules
The Client shall maintain appropriate liability insurance

14.3 Insurance Requirements:

Both parties shall maintain:

Employer's liability insurance (if employing staff)
Public liability insurance (minimum £5,000,000)
Professional indemnity insurance (as per Section 10.2)

14.4 The Client indemnifies the Consultant against claims arising from unsafe site conditions not disclosed to the Consultant.

15. FORCE MAJEURE

15.1 Neither party shall be liable for failure to perform obligations due to Force Majeure events, including:

Acts of God, severe weather, natural disasters
War, terrorism, civil unrest
Government restrictions, pandemic responses
Strikes, industrial action (not involving the affected party's employees)
Failure of utilities, telecommunications, or internet services
Fire, flood, or other catastrophic events

15.2 The affected party shall:

Notify the other party within 48 hours of the Force Majeure event
Provide evidence of the event's impact
Use reasonable efforts to mitigate effects and resume performance

15.3 Consequences:

15.3.1 Performance obligations are suspended during the Force Majeure period.

15.3.2 Timescales shall be extended proportionately.

15.3.3 If Force Majeure continues for more than 30 days, either party may terminate the Contract by written notice.

15.3.4 Upon Force Majeure termination, the Client shall pay for work completed to date.

16. DISPUTE RESOLUTION

16.1 Escalation Process:

Before initiating formal proceedings, the parties shall:

16.1.1 Attempt resolution through good-faith negotiation between project managers within 14 days of dispute arising.

16.1.2 If unresolved, escalate to senior management for negotiation within a further 14 days.

16.2 Mediation:

16.2.1 If negotiation fails, either party may refer the dispute to mediation.

16.2.2 If the parties cannot agree on a mediator within 7 days, either party may apply to the Centre for Dispute Resolution (CEDR) for mediator appointment.

16.2.3 Mediation costs shall be shared equally unless otherwise agreed.

16.2.4 Settlement agreements reached through mediation shall be binding and enforceable.

16.3 Litigation:

16.3.1 If mediation fails or is refused by either party, disputes may be referred to litigation.

16.3.2 The parties agree to use the appropriate court depending on claim value:

Claims under £10,000: Small Claims Court
Claims £10,000-£25,000: Fast Track
Claims over £25,000: Multi-Track proceedings

16.4 Continued Performance:

Unless otherwise agreed or unless the Contract has been terminated, both parties shall continue performing their obligations during dispute resolution.

17. GENERAL PROVISIONS

17.1 Entire Agreement:

This Contract constitutes the entire agreement and supersedes all previous negotiations, representations, and agreements.

17.2 Severability:

If any provision is held invalid or unenforceable, the remaining provisions continue in full effect.

17.3 Waiver:

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

17.4 Assignment:

17.4.1 The Consultant may assign this Contract to an affiliate or upon business sale with 30 days' notice.

17.4.2 The Client may not assign without the Consultant's written consent.

17.5 Third-Party Rights:

No third party has any right to enforce any term of this Contract under the Contracts (Rights of Third Parties) Act 1999.

17.6 Notices:

17.6.1 Notices must be in writing and delivered by:

Hand delivery
First-class post
Recorded delivery
Email (to addresses specified in Purchase Order)

17.6.2 Notices are deemed received:

Hand delivery: Upon delivery
Post: 2 working days after posting (UK), 7 working days (international)
Email: On transmission (business hours) or next business day

17.7 Governing Law and Jurisdiction:

17.7.1 This Contract is governed by the laws of England and Wales.

17.7.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

17.8 Amendments:

No variation to this Contract is valid unless in writing and signed by authorized representatives of both parties.

17.9 Authority:

Each party warrants that its signatory has authority to enter into this Contract.

18. ANTI-BRIBERY AND ETHICAL CONDUCT

18.1 Both parties shall comply with all applicable anti-bribery laws, including the Bribery Act 2010.

18.2 Neither party shall:

Offer, give, or receive bribes or improper inducements
Engage in fraudulent practices
Make facilitation payments

18.3 The Client shall not unlawfully discriminate in accordance with the Equality Act 2010.

18.4 Breach of this clause entitles the other party to terminate immediately.

19. CONTACT INFORMATION

For general inquiries: Email: info@zestecservices.com Website: [www.zestecservices.com]

Registered Office: ZESTEC SERVICES LIMITED [Registered Office Address] [Company Registration Number]

For invoicing queries: Email: info@zestecservices.com

For technical queries: Email: info@zestecservices.com

Last Updated: 12/10/2025

Version: 2.0

Previous Version: July 28, 2025 (v1.0)

ACKNOWLEDGEMENT

By placing a Purchase Order, making payment, or commencing work with ZESTEC SERVICES LIMITED, the Client acknowledges having read, understood, and agreed to be bound by these Terms and Conditions.

For queries regarding these Terms, please contact us at info@zestecservices.com before engaging our services. These Terms and Conditions have been prepared to comply with UK law and best practice for consultancy services. Clients should seek independent legal advice if any terms are unclear.