Terms and Conditions

Definitions and interpretation

In these terms and conditions (the “Terms and Conditions”) the following words shall have the following meanings:

Affiliate

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law

means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday when banks are open for non-automated business in England;

Confidential Information

means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential;

Contract

means this agreement between You and Us for the sale and purchase, and maintenance (where applicable) of the Deliverables;

Data Protection Laws

means the UKGDPR, the Data Protection Act 2018, any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of them;

Deliverables

means the Goods or Services or both as the case may be;

Documentation

means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;

Force Majeure

means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic or epidemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Our or Our suppliers’ workforce;

Goods

means the goods and other physical material set out in the Order and to be supplied by Us to You in accordance with the Contract;

Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case whether registered or not including any applications to protect or register such rights and including all renewals and extensions of such rights or applications whether vested, contingent or future to which the relevant party is or may be entitled, and in whichever part of the world existing;

Location

means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order;

Materials

the content, documentation, materials, data, information and/or any other items provided by You or on Your behalf from time to time in connection with the Contract;

Normal Working Hours

means 8.00am until 5.00pm on Business Days;

Order

means the document identified by Us as the Order which sets out in detail Your order for the Deliverables;

Our Personnel

all Our employees, officers, staff, other workers, agents and consultants and any of Our sub-contractors who are appointed by Us from time to time;

Price

has the meaning given in clause 7.1;

Services

means the services set out in the Order to be supplied by Us to You in accordance with the Contract;

Specification

means the description or Documentation provided for the Deliverables set out or referred to in the Contract;

UK Mainland

means England, Scotland, Wales and Northern Ireland excluding all and any islands;

We, Us, Our, Ours

means Protec Baths Ltd or any Affiliate which has agreed to sell, supply or maintain the Deliverables to You and whose details are set out in the Order;

UKGDPR

means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

Protec

Protec Baths Limited registered in England & Wales with company registration number 14029947 registered office at Westgate Business Park, Middleway, St. Blazey PL24 2GE;

You, Your, Yours

means the person, business or organisation which has agreed to purchase the Deliverables from Us and whose details are set out in the Order.

1.1 In these Terms and Conditions, unless the context otherwise requires:

1.1.1 a reference to the Contract includes these Terms and Conditions and the Order,

1.1.2 any clause or other headings in these Terms and Conditions are included for convenience only and shall have no effect on the interpretation of these Terms and Conditions;

1.1.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.1.4 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.1.5 words in the singular include the plural and vice versa;

1.1.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.

2 Application of these Terms and Conditions

2.1 These Terms and Conditions apply to and form part of the Contract between You and Us to the exclusion of all other terms and conditions including any terms and conditions You purport to apply, through Your standard documentation or by any other means, and any terms and conditions which may otherwise be implied by trade, custom practice or course of dealing.

2.2 You acknowledge that You are relying solely upon Your own skill and judgement in determining the suitability, fitness (general or specific) of the Deliverables.

2.3 By placing an Order with Us you accept, and agree to comply with these Terms and Conditions.

2.4 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract. Descriptions and illustrations contained in Our catalogue, price lists and other advertising material are intended only to present a general idea of the goods and services described and none of these form part of the Contract.

2.5 Unless We otherwise agree in writing, all Specifications and particulars of dimensions are approximate only.

3 Orders and Quotations

3.1 Each Order by You shall be an offer to purchase the Deliverables from Us subject to these Terms and Conditions.

3.2 To validly place an Order, You must return a completed and signed copy of the Order.

3.3 We may accept or reject an Order at Our discretion. An Order will not have been accepted, and there will be no binding obligation to supply any Deliverables, until;

3.3.1 We have accepted the Order in writing; or

3.3.2 by Us delivering or performing the Deliverables; or

3.3.3 where We have notified You that the Deliverables are ready to be delivered or performed (as the case may be).

whichever is the earlier.

3.4 You warrant that anyone signing on Your behalf has full capacity and authority to enter into the Contract.

3.5 Quotations are not intended to be legally binding contracts with You and will only be valid for 28 days from the date of the quotation unless We agree otherwise.

4 Making changes to Your Order

You may not make any changes to Your Order after We have accepted it unless We agree in writing. Where We agree to any changes, We may amend the Price accordingly.

5 Services

5.1 If We have agreed to provide Services to You, the following additional conditions apply:

5.1.1 We will provide Services to You during Normal Working Hours, unless extended working hours have been agreed between You and Us, at the Location.

5.1.2 You agree to permit Our Personnel at all reasonable times to have access to such of Your premises as is necessary for the purpose of carrying out the Services.

5.1.3 You will use Your best endeavours to ensure the health and safety of Our Personnel who visit your premises. Where, in Our opinion, such health and safety provision is inadequate We shall be entitled to suspend or cancel the Services.

6 Your responsibilities

6.1 You will promptly provide Us with all information, assistance, access, Materials and resources that We may reasonably require in connection with the Deliverables.

6.2 You will ensure that all information which You provide to Us is accurate, adequate and complete.

6.3 You shall be responsible for determining whether the Deliverables are suitable for their contemplated use whether or not such use is made known Us.

6.4 Where We have agreed to install the Goods, it is Your responsibility to:

6.4.1 ensure that You notify Us of any regulations, rules, guidance and other requirements which apply to You and Your premises but You shall at all times remain responsible for compliance with the same;

6.4.2 determine the location where the Goods will be installed taking into account Our instructions and health and safety matters; and

6.4.3 ensure that the premises are structurally sound for the installation of the Goods and are in a satisfactory condition and technically suitable for the purposes of the Contract.

6.5 You must ensure that You have all consents, licences, authorisations, certificates and permits (whether statutory, regulatory, contractual or otherwise and in any relevant jurisdiction) to perform Your obligations under the Contract.

6.6 Any delay and/or breach of Our obligations under the Contract caused by Your failure or delay in performing any of Your obligations under the Contract will be Your responsibility. In each case that You fail or delay in performing any of Your obligations under the Agreement the date for performance will be extended by a period which is equal to at least the period of Your delay and We will continue to invoice and You will continue to pay the charges.

6.7 You will perform any customer dependencies as reasonably requested by Us from time to time.

6.8 If You fail to perform any of the customer dependencies by the relevant date instructed by Us, We will not be held responsible for any impact that this may have on the Deliverables, the date for performance of any of Our obligations which relate to or are dependent on such performance by You will be extended by a period reasonably determined by Us to reflect the period of Your delay.

6.9 You shall promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Deliverables (including import licences).

7 Price

7.1 The price for the Deliverables will be as set out in the Order or, where no Price is set out, will be calculated in accordance with Our charges in force from time to time (the Price).

7.2 The Prices are exclusive of VAT and do not include delivery charges for deliveries outside the UK Mainland.

7.3 We may increase the Prices at any time before we have accepted Your order as set out in clause 3.

7.4 Notwithstanding clause 7.3, We may increase the Prices with immediate effect by written notice to You where there is an increase in the direct cost to Us of supplying the relevant Deliverables which is due to any factor beyond Our control.

7.5 We reserve the right to charge You:

7.5.1 the reasonable costs in respect of overnight accommodation and travel as is necessary during the delivery, installation, testing, commissioning or maintenance of Deliverables;

7.5.2 the cost and/or expense of any additional work or variations to the Deliverables made at Your request; and

7.5.3 any costs incurred by Us in respect of any failed delivery.

7.6 Where during delivery, installation, or maintenance of the Deliverables, We incur any additional loss or charge as a result of circumstances not made known to Us, We shall be entitled to recover such charges from You.

8 Payment

8.1 We shall invoice You for the Deliverables, partially or in full, at any time following acceptance of an Order.

8.2 If You are purchasing bespoke Deliverables from Us or where You are a new customer, We may require either an advance payment of 50% of the Price of the Deliverables or payment in full when You place an Order. We will not process Your Order until You have paid all sums due in full and We can not accept responsibility for any failure in delay as a result of Your non-payment.

8.3 Unless We agree otherwise, Services fees or charges will be invoiced to You quarterly or annually as set out in the Order, in advance and must be paid by the date specified on the invoice.

8.4 You shall pay all invoices in in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice and to the bank account We specify.

8.5 Time of payment is of the essence.

8.6 Where sums due under these Terms and Conditions are not paid in full by the due date:

8.6.1 We may charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force, and

8.6.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

8.7 If payment is late, We may:

8.7.1 require full payment in advance before delivering any undelivered Deliverables;

8.7.2 suspend delivery of any undelivered Deliverables whether ordered under this Contract or otherwise; or

8.7.3 terminate this Contract, installation, or maintenance of the Deliverables.

9 Credit

9.1 Where We agree any credit with You it will be on such credit terms and payment dates as We specify.

9.2 We may set and vary credit limits from time to time and withhold all further supplies if You exceed any agreed credit limit.

9.3 If we withdraw credit under clause 9.1, all amounts due to Us under any incomplete contracts will become immediately payable and other Deliverables pending (if any) will be suspended until You have paid Us in full unless those deliveries are cancelled because the relevant contracts have been terminated under clause 20.

10 Delivery and performance

10.1 We or Our nominated carrier, will deliver the Goods to the Location on the date(s) specified in the Order and the Goods will be deemed to have been delivered on arrival of the Goods at the Location.

10.2 The Services shall be performed by Us at the Location on the date(s) specified in the Order and the Services will be deemed to have been delivered by Us on completion of the performance of the Services at the Location.

10.3 You are not entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.

10.4 We may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment will not entitle You to cancel any other instalment.

10.5 We reserve the right to amend specifications of the Goods or to substitute any part of the Goods for goods of a similar specification at any time and without notice to You (whether to confirm with any applicable safety or other statutory specification or otherwise) provided that such substitution does not affect the quality or performance of the Goods.

10.6 Time is not of the essence in relation to the performance or delivery of the Deliverables. We will use Our reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. We will not be liable for any damage, loss or inconvenience sustained by You as a result of any delay in delivery.

10.7 We will not be liable for any delay in or failure of performance caused by:

10.7.1 Your failure to make the Location available;

10.7.2 Your failure to prepare the Location in accordance with Our instructions or as required for the delivery or performance of the Deliverables;

10.7.3 Your failure to provide Us with adequate instructions for performance or delivery or otherwise relating to the Deliverables;

10.7.4 Force Majeure.

10.8 Unless We agree otherwise, You must dispose of packaging material at Your own expense.

10.9 If having paid for the Deliverables, You fail to take delivery of the Deliverables or fail to give Us adequate delivery instructions, without prejudice to any other right or remedy available to Us, We may store the Deliverables until actual delivery takes places and We may charge You for the reasonable costs associated with the storage.

10.10 If within 20 Business Days following the last day of the period for delivery or collection of the Goods, You have not taken delivery of or collected them, We may resell or otherwise dispose of the Goods without any obligation or liability to You, except as provided for in clauses 10.10.1 and 10.10.2. We shall:

10.10.1 deduct all reasonable storage charges and costs of resale; and/or

10.10.2 invoice You for any shortfall of the resale price below, the Price paid by You for the Goods.

10.11 You shall be responsible for inspecting the Deliverables immediately upon delivery of the Goods or on completion of the Services and You shall notify Us in writing of all claims within 24 hours of delivery or performance.

10.12 In the event of non-delivery or non-performance You shall notify Us or Our courier in writing within 24 hours of such non-delivery or performance.

11 Cancellations and returns

Where we have dispatched and delivered the Goods in accordance with the Contract, those Goods or any part of them may not be returned to Our premises without our prior written consent.

12 Risk and title

12.1 Risk in the Goods shall pass to You on delivery. Title to the Goods shall pass You once We have received payment in full and cleared funds for the Goods.

12.2 If, at any time before title to the Goods has passed to You, You inform Us, or We reasonably believe, that You have or are likely to become subject to any of the events specified in clauses 20.1.1 to 20.1.6. We may require You at Your expense to re-deliver the Goods to Us and if You fail to do so promptly, We may enter any premises where the Goods are stored and repossess them.

13 Warranties

13.1 We will replace or repair (in our absolute discretion) any Goods which are affected by defects provided that any defects are reported promptly to Us and within 5 years of the date of invoice. Following the expiration of the 5 year period, We will have no liability under this clause 13.1.

13.2 We shall have no other warranty whether set out in this clause 13 or otherwise:

13.2.1 if the total price due under this Contract has not been paid by You on the due date for payment; or

13.2.2 if a claim under this clause 13 is not notified in writing to Us immediately upon the defect or fault arising or where the same should have been discovered and, in any event, no later than 7 days after the same; or

13.2.3 where a claim is in respect of an alleged defect in a part of the Deliverables, no later than 28 days after delivery of that part to You; or

13.2.4 where You proceed with any investigation or repairs without Our approval; or

13.2.5 if the Deliverables have not been maintained or serviced in accordance with Our or any relevant third party manufacturer’s recommendations and guidelines and You shall keep a record of all such maintenance and servicing and copies of any third party maintenance or servicing invoices, which We shall be entitled to inspect at any time in relation to a warranty claim; or

13.2.6 for any defects or damage resulting from:

(a) improper use or installation and/or use or installation not in accordance with Our instructions;

(b) improper or inadequate maintenance;

(c) unauthorised modification or alteration of the Deliverables;

(d) neglect, misuse or abuse of the Deliverables;

(e) exposure to corrosive elements or incompatible products (including bath products);

(f) exposure to a heat source;

(g) normal wear and tear;

(h) wear and tear caused by multiple installations and dismantling beyond Our initial installation;

(i) incorrect storage or handling;

(j) exposure to temperatures or environments other than those recommended by Us;

(k) vandalism or intentional damage whether by You or a third party;

(l) exceeding the recommended safe working load or other such guidance (or good practice)

and in any of those circumstances set out in clauses 13.2.1 to 13.2.5, We shall be entitled to reject a warranty claim.

13.3 The Deliverables or any part claimed to be defective must immediately after notification under clause 14.3.2 be returned to Us at Your expense unless it is or technically impossible to do so or there is a serious risk of damage in transit. If, after We have inspected the returned Deliverables, We accept Your warranty claim, We will refund You the reasonable costs of returning them to Us.

13.4 If the Deliverables or part claimed to be defective cannot be returned to Us under clause 14.4, We will visit the location of the defective Deliverables as soon as practicable after notification of a claim in order to inspect and test the Deliverables and will undertake or arrange to undertake any remedial work or replacement confirmed as covered by the warranties in this clause 14.

13.5 Our obligation under this clause 14 shall cease if it is shown that any alleged, defect or fault found to be present resulted from an unauthorised modification of the Deliverables, or use of the Deliverables for a purpose other than for one for which they were intended, or misuse or abuse generally, or if the original identification or marks have been removed or altered, or any one of the above whether in combination or otherwise.

13.6 In the case of a warranty claim not being proven to Our satisfaction or it being determined that the claim falls outside the terms of this warranty, You shall pay to Us the reasonable expenses incurred by Us or Our Personnel, in visiting the location, inspecting, investigating and reporting on the complaint and We shall be entitled to exercise a lien on the Deliverables (if it has been returned to Us under clause 14.5) until such expenses have been paid.

13.7 The warranty under this clause 14 may not be transferred or assigned by You.

13.8 Our liability under this clause 14 shall be limited as follows:

13.8.1 We do not exclude or limit Our liability for death or personal injury due to Our negligence, for fraud or fraudulent or for any other matters that we are not permitted to limit or exclude our liability in law.

13.8.2 Except for those situations set out in clause 14.9.1, our liability is limited to the contract value of the Deliverables or £25,000 whichever is the lower sum.

13.8.3 We do not accept liability for any loss of or damage to property, loss or use or any consequential or indirect loss or any nature whatsoever.

13.8.4 No liability is accepted for any damage caused by negligence, neglect, corrosion, ingress of any foreign matter into the Deliverables or onto a component, lack of servicing, over-heating or freezing, abuse or wilful damage to the Deliverables or any components whether or not the component is otherwise covered by this warranty.

13.8.5 No liability is accepted for components that have been fitted incorrectly or for the effects of poor repairs other than those fitted or repaired by Us or on Our behalf.

13.8.6 We shall not be liable for any failure of or design of the Deliverables or for the absence of any part or mechanisms which were not included in the design and/or were not installed.

13.8.7 We shall not be liable for any cost of any servicing or service items where such work is for Your convenience, undertaken at the same time as or incidental to any warranty work, and such servicing or service items shall be invoiced to You as if they had been undertaken or supplied independently of any warranty work.

13.8.8 We shall not be liable for any consequential loss or damage to components or any part of Your equipment or machinery not covered by any warranty under this clause 14.

13.8.9 Any warranty is voidable by Us if You or anyone acting on Your behalf fails to disclose, misrepresents or misdescribes any material fact. If We void any warranty, We will void it in its entirety and all warranty cover shall cease immediately.

13.9 Our liability under this clause 14 replaces any warranty or condition implied by law.

14 Intellectual Property Rights

14.1 The Intellectual Property Rights in any materials, and/or equipment, in whatever form, existing prior to the entering into this Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.

14.2 The Intellectual Property Rights in any materials, and/or equipment, including designs, specifications or data, developed or produced by Us, or a third party on our behalf, in pursuance of a Contract will remain vested in Us (or where applicable any third party on our behalf) unless We specifically agreed otherwise in writing prior to entering into the Contract.

15 Anti-bribery

Each party shall ensure that it and each of its personnel and all others associated with it in connection with the Contract do not, by any act or omission, place the other in breach of the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption.

16 Data Protection

Both parties shall comply with their respective obligations under all relevant data protection laws, use all reasonable efforts to assist the other to comply with such obligations as are respectively imposed on them by the data protection laws and ensure that all fair processing notices (where applicable) have been given and/or applicable consents obtained and are sufficient in scope to enable the other party to fulfil its obligations under the Contract in accordance with Data Protection Laws.

17 Indemnity and insurance

17.1 You shall indemnify Us, and keep Us indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Us as a result of or in connection with Your breach of any of Your obligations under the Contract.

18 Confidentiality

18.1 All Confidential Information shall remain the property of the disclosing party.

18.2 The receiving party will not divulge such information to any person other than its employees on a need to know basis and will use such information solely in performing its obligations under the Contract. This obligation shall not extend where such information;

18.2.1 was in the public domain at the time it was disclosed or later becomes public knowledge at a future date, other than as a result of the receiving party’s breach of its obligations in this clause 18; or

18.2.2 was as in the receiving party’s possession or was known to the receiving party without restriction at the time of its disclosure.

18.3 The obligations of either party under this clause 18 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach of any party of its obligations under this Contract.

19 Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, the party not affected may terminate the Contract by written notice to the other party.

20 Termination

20.1 We may terminate the Contract or any other contract which we have with You at any time by giving notice in writing to You if:

20.1.1 You commit a material breach of the Contract and such breach is not remediable;

20.1.2 You commit a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

20.1.3 You have failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after the We have notified You that the payment is overdue;

20.1.4 any consent, licence or authorisation held You is revoked or modified such that You are no longer able to comply with Your obligations under the Contract or receive any benefit to which You are entitled;

20.1.5 You go into liquidation or become bankrupt or enter into any voluntary insolvency arrangement; or

20.1.6 You have an administrator or manager appointed.

20.2 If You become aware that any event has occurred, or circumstances exist, which may entitle Us to terminate the Contract under this clause 20 You shall immediately notify Us in writing.

20.3 Termination or expiry of the Contract shall not affect any of Our accrued rights and liabilities at any time up to the date of termination.

20.4 Where either party suspends performance or fails to diligently perform any of its obligations under this Contract in a manner which is capable of being remedied within 14 days, the other party shall give to the party in default, notice in writing requiring compliance of its obligations within 14 days of the date of communication of notice and in default of compliance this Contract shall terminate immediately.

21 Notices

Any notice to be given by either party to this Contract shall be in writing and shall be deemed to be duly served if personally delivered or sent by prepaid recorded delivery post to the other party at their registered office or such other address as may have been advised by in writing. In the case of posting, delivery will be deemed to have taken place two days after the date of posting.

22 Entire agreement

22.1 The parties agree that the Contract and any documents entered into pursuant to it constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

23 Variation

No variation of the Contract will be effective unless it is in writing, refers to the Contract and these Terms and Conditions and is signed by each party.

24 Assignment

24.1 You may not assign, subcontract or encumber any right or obligation under the Contract without Our prior written consent.

24.2 We may assign Our rights or obligations under the Contract by giving You prior written notice.

25 Set off

25.1 We shall be entitled to set-off any liability which We have or any sums which We owe to You under the Contract or under any other contract which We have with You against any sums that You owe to Us.

25.2 You must pay all sums that You owe to Us without any set-off, counterclaim, deduction or withholding of any kind, except as may be required by law.

26 Severance

If any part of the Contract is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other part of the Contract will not be affected.

27 Waiver

No failure, delay or omission by Us in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28 Compliance with law

You shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform Your obligations under or in connection with the Contract.

29 Third party rights

29.1 Except as expressly provided for in clause 29.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

29.2 Any of Our Affiliates or assignees shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

30 Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, shall be governed by, and construed in accordance with, the laws of England and Wales.

31 Jurisdiction

The parties agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract.

PROTEC BATHS LIMITED – GENERAL TERMS AND CONDITIONS OF PURCHASE

These terms and conditions (“Terms”) are the Terms that apply to the purchase of goods and services by Protec Baths Limited company registration number 14029947 whose registered office is at Westgate Business Park, Middleway, St. Blazey, PL24 2GE (“Protec”,“we”, “us”, “our”)

1. Agreement

This Agreement applies to the exclusions of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Definitions and Interpretation

2. Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

2.1 Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Agreement; any information that is identified as being of a confidential or proprietary nature; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the afore-mentioned.

2.2 Control: as defined in section 1124 of the Corporation Tax Act 2010.

2.3 Data Protection Legislation: the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace them and relate to data privacy.

2.4 Deliverables: any documents, products and materials created or developed by or on behalf of the Supplier as part of or in connection with the provision of the Services.

2.5 Delivery Date: shall be the date set out in the order.

2.6 Delivery Location: means the address or addresses for delivery of the Goods as set out in the order or such other address as notified by Protec Baths Ltd Baths Ltdto the Supplier.

2.7 Effective Date: shall be the date that the order is accepted by the Supplier either expressly or by conduct.

2.8 Goods: means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the goods and to be supplied by the Supplier to Protec Baths Ltd;

2.9 Goods Specification: any specification for the Goods, including related plans and drawings, agreed in writing by Protec Baths Ltd and the Supplier.

2.10 Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2.11 Protec Baths Ltd Materials: all documents, information, items and materials in any form (whether owned by Protec Baths Ltd or a third party), which are provided by Protec Baths Ltd to the Supplier in connection with the Services.

2.12 Mandatory Policies: the policies and codes of conduct of Protec Baths Ltd including relating to anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Protec Baths Ltd to the Supplier from time to time.

2.13 Payment Terms: shall mean the payment terms agreed by the parties and if no such terms are agreed, Protec Baths Ltd shall pay any invoice correctly and properly submitted to it, within 30 days of receipt of the invoice.

2.14 Order: shall mean the purchase order submitted by Protec Baths Ltd.

2.15 Price: shall be the price specified in the order.

2.16 Services: the services, including any Deliverables, set out in the order or understood by the parties to be included in the services to be supplied by the Supplier to Protec Baths Ltd;

2.17 Services Commencement Date: shall be the date set out in the order.

2.18 Supplier Materials: all documents, information, items and materials in any form (whether owned by Supplier or a third party), which are used by Supplier in connection with the provision of the Goods and/or Services.

2.19 Term: has the meaning set out in the order

2.20 Clause and Schedule headings shall not affect the interpretation of this Agreement.

2.21 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

2.22 Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.

2.23 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.24 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. Commencement and Duration

This Agreement will come into effect on the Effective Date and will continue for the Term, unless terminated earlier by either party as set out in this Agreement.

4. Supply of Goods

4.1 The Supplier shall ensure that the Goods shall:

4.1.1 correspond with their description and any applicable Goods Specification;

4.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Protec Baths Ltd, expressly or by implication, and in this respect, Protec Baths Ltd relies on the Supplier’s skill and judgement;

4.1.3 where they are manufactured, be free from defects in design, materials and workmanship and remain so for 36 months (or other such longer period as we may agree) after the Delivery Date; and

4.1.4 comply with all applicable laws, regulations, regulatory policies, guidelines or requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including all relevant quality standards applicable to such Goods.

4.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement in respect of the Goods.

4.3 Protec Baths Ltd may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under this Agreement.

4.4 If following such inspection or testing Protec Baths Ltd Safety considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 4.1, Protec Baths Ltd shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

4.5 Protec Baths Ltd may, at Supplier’s expense, conduct further inspections and tests after the Supplier has carried out its remedial actions.

5. Delivery of Goods

5.1 The Supplier shall ensure that:

5.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

5.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the order, the order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), the weight of the Goods, any special handling or storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

5.1.3 it states clearly on the delivery note any requirement for Protec Baths Ltd to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

5.2 Unless otherwise notified to it by Protec Baths Ltd, the Supplier shall deliver the Goods:

5.2.1 on the Delivery Date:

5.2.2 to the Delivery Location; and

5.2.3 during Protec Baths Ltd’s normal hours of business.

5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

5.4 Where Goods are delivered in instalments, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Protec Baths Ltd to the remedies set out in clause 7.

5.5 Title and risk in the Goods shall pass to Protec Baths Ltd on delivery of the Goods (whether in full or in part if delivery is made by instalments) at the Delivery Location.

6. Supply of Services

6.1 The Supplier shall from Service Commencement Date and for the duration of this Agreement supply the Services to Protec Baths Ltd in accordance with the terms of this Agreement.

6.2 The Supplier shall meet any performance dates for the Services and time is of the essence in relation to any of those performance dates.

6.3 In providing the Services, the Supplier shall:

6.3.1 co-operate with Protec Baths Ltd in all matters relating to the Services, and comply with all instructions of Protec Baths Ltd;

6.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

6.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement;

6.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications and that the Deliverables shall be fit for any purpose that Protec Baths Ltd expressly or impliedly makes known to the Supplier;

6.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;

6.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Protec Baths Ltd, will be free from defects in workmanship, installation and design;

6.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

6.3.8 comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services including all relevant quality standards applicable to such Services and the Mandatory Policies;

6.3.9 observe all health and safety rules and regulations and any other security requirements that apply at any of Protec Baths Ltd’s premises;

6.3.10 hold Protec Baths Ltd’s Materials in safe custody at its own risk, maintain Protec Baths Ltd Materials in good condition until returned to Protec Baths Ltd, and not dispose or use Protec Baths Ltd Materials other than in accordance with Protec Baths Ltd’s written instructions or authorisation; and

6.3.11 not do or omit to do anything which may cause Protec Baths Ltd to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Protec Baths Ltd may rely or act on the Services.

7. Protec Baths Ltd Remedies

7.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, Protec Baths Ltd shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

7.1.1 to terminate this Agreement with immediate effect by giving written notice to the Supplier;

7.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

7.1.3 to recover from the Supplier any costs incurred by Protec Baths Ltd in obtaining substitute goods and/or services from a third party;

7.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and

7.1.5 to claim damages for any additional costs, loss or expenses incurred by Protec Baths Ltd which are in any way attributable to the Supplier’s failure to meet such dates.

7.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 4.1, then, without limiting or affecting other rights or remedies available to it, Protec Baths Ltd shall have one or more of the following rights, whether or not it has accepted the Goods:

7.2.1 to terminate this Agreement with immediate effect by giving written notice to the Supplier;

7.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

7.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;

7.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

7.2.5 to recover from the Supplier any expenditure incurred by Protec Baths Ltd in obtaining substitute goods from a third party; and

7.2.6 to claim damages for any additional costs, loss or expenses incurred by Protec Baths Ltd arising from the Supplier’s failure to supply Goods in accordance with clause 4.1.

7.3 This Agreement shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

7.4 Protec Baths Ltd’s rights under this Agreement are in addition to its rights and remedies implied by statute and common law.

8. Protec Baths Ltd’s Obligations

8.1 Protec Baths Ltd shall:

8.1.1 provide such necessary information for the provision of the Goods and/or Services as the Supplier may reasonably request; and

8.1.2 provide access to Protec Baths Ltd’s premises or facilities as may reasonably be requested by Supplier and agreed with Supplier in writing in advance, for the purposes of this Agreement.

9. Pricing and Payment Terms

9.1 In consideration of the provision of the Goods and/or Services by Supplier, Protec Baths Ltd agrees to pay the Price in accordance with the Payment Terms.

9.2 The Price shall be inclusive of the costs of packaging, insurance and carriage of the Goods and include all costs and expenses of the Supplier directly or indirectly incurred in connection with the performance of the Services.

9.3 Unless otherwise agreed by the parties in writing, the Supplier shall invoice Protec Baths Ltd after completion of delivery of the Goods and/or on completion of the Services (as applicable). Notwithstanding the Delivery Location, all invoices shall be sent to Protec Baths Ltd at the address indicated on the order.

9.4 Protec Baths Ltd shall pay each invoice within 30 days of receipt, or such other date as agreed in writing between the parties, to a bank account nominated in writing by the Supplier from time to time.

9.5 The Price does not include any VAT or other governmental taxes, duties, fees and levies (“Taxes”). If Taxes are payable in respect of the Price, Protec Baths Ltd shall be liable for payment of such Taxes;

9.6 Protec Baths Ltd may at any time, without notice to the Supplier, set off any liability of the Supplier to Protec Baths Ltd against any liability of Protec Baths Ltd to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by Protec Baths Ltd of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

9.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Protec Baths Ltd to inspect such records at all reasonable times on request.

10. Intellectual Property

10.1 Protec Baths Ltd will own any Intellectual Property Rights existing in the Protec Baths Ltd Materials and any Deliverables. Protec Baths Ltd grants the Supplier a personal, non-exclusive, non-transferable licence to use the Protec Baths Ltd Materials for the purposes of this Agreement.

10.2 The Supplier will own any Intellectual Property Rights existing in the Supplier Materials. The Supplier grants Protec Baths Ltd a personal, non-exclusive, non-transferable licence to use the Supplier Materials for the purposes of this Agreement.

11. Limitation on Liability

11.1 Nothing in this Agreement shall limit or exclude Protec Baths Ltd’s or the Supplier’s liability for:

11.1.1 death or personal injury caused by its negligence, or the negligence of its personnel, agents or sub-contractors;

11.1.2 fraud or fraudulent misrepresentation; or

11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) any other liability which cannot be limited or excluded by applicable law.

11.2 Subject to clause 11.1, Protec Baths Ltd shall not have any liability to the Supplier whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, goodwill, business opportunities or anticipated savings or benefits, or for any loss of corruption of data or for any indirect or consequential loss arising under or in connection with this Agreement.

11.3 Protec Baths Ltd’s total aggregate liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Price paid by Protec Baths Ltd under this Agreement in the 12 months preceding the date the liability arose.

12. Representations and Warranties and Undertakings

12.1 Each party represents, warrants and undertakes to the other that:

12.1.1 it has full capacity and authority to enter into and to perform this Agreement;

12.1.2 this Agreement is executed by a duly authorised representative of that party;

12.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against of affecting that party before any court or administrative body that might affect the ability of that party to meet and carry out its obligations under this Agreement;

12.1.4 it conducts its business in a manner that is consistent with the Mandatory Policies; and

12.1.5 once duly executed this Agreement will constitute its legal, valid and binding obligations.

13. Indemnity

13.1 The Supplier shall indemnify Protec Baths Ltd against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Protec Baths Ltd arising out of or in connection with:

13.1.1 any claim made against Protec Baths Ltd for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Protec Baths Ltd Materials);

13.1.2 any claim made against Protec Baths Ltd by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables;

13.1.3 any claim made against Protec Baths Ltd by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services;

13.1.4 any breach of the Mandatory Policies.

14. Confidential Information

14.1 Each party undertakes at any time during this Agreement, and for a period of 10 years after termination, not to disclose, copy or use any Confidential Information except as permitted by clause 14.2.

14.2 Each party may disclose the other party’s Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15. Data Protection

15.1 Both parties agree to comply with their obligations under the General Data Processing Regulation (GDPR) and Data Protection Act 2018 (and all other applicable statutes, directives, or regulations which may supplement, amend, or replace same and relate to data privacy) in respect of any Personal Data, which it supplies or receives under, or in connection with, this Agreement in its role as either Data Controller or Data Processor. Where a party is Data Controller it will ensure that it has obtained from all relevant Employees all consents which may be necessary in order for it, or the Data Processor, to lawfully process Personal Data about those Employees for the purposes of delivering the Services and Products.

15.2 Both parties warrant that they will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data.

16. Reporting and Audit

16.1 The Supplier shall:

16.1.1 maintain a complete set of records to trace the supply chain of all Goods and Services provided to Protec Baths Ltd in connection with this Agreement;

16.1.2 permit Protec Baths Ltd and its third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of the Mandatory Policies, to have access to and take copies of the Supplier’s records and any other information and to meet with the Supplier’s personnel to audit the Supplier’s compliance with its obligations and with the Mandatory Policies.

17. Termination and Consequences of Termination

17.1 Without affecting any other right or remedy available to it, Protec Baths Ltd may terminate this Agreement:

17.1.1 with immediate effect by giving written notice to the Supplier if:

a) there is a change of Control of the Supplier; or

b) the Supplier’s financial position deteriorates to such an extent that in Protec Baths Ltd’s opinion the Supplier’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or

c) the Supplier commits a breach of clauses 14,15 or the Mandatory Policies,

17.1.2 for convenience by giving the Supplier 30 days’ written notice.

17.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately on written notice to the other if:

17.2.1 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days of being notified in writing to do so;

17.2.2 the other party 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;

17.2.3 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 that other party;

17.2.4 an application is made to the 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 other party; or

17.2.5 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

17.3 On termination of this Agreement, the Supplier shall immediately deliver to Protec Baths Ltd all Deliverables whether or not then complete and return al Protec Baths Ltd Materials. If the Supplier fails to do so, then Protec Baths Ltd may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.

17.4 The expiry or termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination.

17.5 The following clauses shall continue in force: clause 10 (Intellectual Property), clause 11 (Limitation of Liability), clause 13 (Indemnity), clause 14 (Confidentiality), clause 15 (Data Protection), clause 17 (Consequences of Termination), clause 18 (Force Majeure), clause 19 (Insurance), clause 20(General) and any other provision of this Agreement which expressly or by implications is intended to continue.

18. Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 60 Business Days or more, the party not affected may terminate this Agreement by giving 20 Business Days’ written notice to the other party.

19. Insurance

During the Term and for 6 years thereafter, the Supplier shall, at its expense, maintain in force with a reputable insurance company, adequate insurance covering the supply of the Goods and/or Services and its liabilities under this Agreement including as a minimum employer’s liability insurance for no less than £10,000,000, public liability insurance for no less than £5,000,000 and product liability insurance for no less than £5,000,000 in each case per event increasing annually in accordance with the UK retail prices index. Supplier shall, on Protec Baths Ltd’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

20. General

20.1 Dispute Resolution: Subject to either party’s rights and remedies under this Agreement, the parties agree to use all reasonable efforts to negotiate and amicably resolve any disputes in relation to this Agreement by senior level negotiations.

20.2 Publicity: Neither party shall make any public announcement regarding the existence or subject matter of this Agreement without the prior written consent of the other party.

20.3 Notices: Any notice given in respect of this Agreement shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK 7 Business Days after posting.

20.4 Assignment: Supplier shall not assign nor in any manner transfer any interest or claim in this Agreement to any third party, unless authorised in advance in writing by Protec Baths Ltd, such authorisation not to be unreasonably withheld or delayed.

20.5 Sub-contracting: Supplier may only sub-contract its rights or obligations under this Agreement with the prior written consent of Protec Baths Ltd.

20.6 Severability: If any provision of this Agreement (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

20.7 Amendment: No amendment or variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of the parties.

20.8 Entire Agreement: This Agreement constitutes the whole Agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.

20.9 No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.

20.10 Third Party Rights: A person who is not a party to this Agreement may not enforce any of its terms under this Agreement (Rights of Third Parties) Act 1999.

20.11 Costs: Each party shall pay their own costs and expenses incurred by it in connection with the entering into of this Agreement.

20.12 Counterparts: This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

20.13 Law and Jurisdiction: This Agreement and any non-contractual rights or obligations arising out of or in relation to it, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts for any dispute arising in connection with this Agreement.

Website Privacy Policy version: July 2022

This website is provided by Protec Baths Ltd a company registered in England and Wales under company registration number 14029947 our registered office is at Westgate Business Park, Middleway, St. Blazey, PL24 2GE. (‘we’, ‘our’ or ‘us’). We are the controller of personal data obtained via our website, meaning we are the organisation that is legally responsible for deciding how and for what purposes it is used.

We take your privacy very seriously. Please read this

privacy policy carefully as it contains important information on who we are and how and why we collect, store, use and share any information relating to you (your ‘personal data’) in connection with your use of our website. It also explains your rights in relation to your personal data and how to contact us or a relevant regulator in the event you have a complaint.

We collect, use and are responsible for certain personal data about you. When we do so we are subject to the UK General Data Protection Regulation (UK GDPR).

Given the nature of our website, we do not expect to collect the personal data of anyone under 16 years of age. If you are aware that any personal data of anyone under 16 years of age has been shared with our website, please let us know so that we can delete that data.

This privacy policy is divided into the following sections:

• What this policy applies to

• Personal data we collect about you

• How your personal data is collected

• How and why we use your personal data

• Marketing

• Who we share your personal data with

• How long your personal data will be kept

• Transferring your personal data out of the UK

• Your rights

• Keeping your personal data secure

• How to complain

• Changes to this privacy policy

• How to contact us

What this policy applies to

This privacy policy relates to your use of our website only.

Throughout our website we may link to other websites owned and operated by us and certain trusted third parties to make additional products and services available to you. Those other third party websites may also gather information about you in accordance with their own separate privacy policies. For privacy information relating to these other third party websites, please consult their privacy policies as appropriate.

Personal data we collect about you

The personal data we collect about you depends on the particular activities carried out through our website. We may collect and use the following personal data about you:

• your name, address and contact information, including email address and telephone number and company details

• information to check and verify your identity, e.g. date of birth

• your billing information, transaction and payment card or other payment method information

• bank account and payment details

• details of any information, feedback or other matters you give us by phone, email, post or via social media

• your account details, such as username and login details

• your activities on, and use of, our website

• information about the services we provide to you

• your contact history, purchase history and saved items

• information about how you use our website and technology systems

• your responses to surveys, competitions and promotions

If you do not provide personal data we ask for where it is indicated to be ‘required’ at the point of collection (such as when you open an account with us), it may delay or prevent us from providing products and services to you.

We collect and use this personal data for the purposes described in the section ‘How and why we use your personal data’ below.

How your personal data is collected

We collect personal data from you:

• directly, when you enter or send us information, such as when you register with us, contact us (including via email), send us feedback, purchase products or services via our website, post material to our website and complete customer surveys or participate in competitions via our website, and

• indirectly, such as your browsing activity while on our website; we will collect information indirectly using the technologies explain our Cookie Policy

How and why we use your personal data

Under data protection law, we can only use your personal data if we have a proper reason, such as:

• where you have given consent

• to comply with our legal and regulatory obligations

• for the performance of a contract with you or to take steps at your request before entering into a contract, or

• for our legitimate interests or those of a third party

A legitimate interest is when we have a business or commercial reason to use your information, so long as this is not overridden by your own rights and interests. We will carry out an assessment when relying on legitimate interests, to balance our interests against your own. You can obtain details of this assessment by contacting us (see ‘How to contact us’ below).

The table below explains what we use your personal data for and why.

What we use your personal data for Our reasons

Create and manage your account with us For our legitimate interests or those of a third party, in order to be as efficient as we can so we can deliver the best service to you.

Providing products and/or services to you To perform our contract with you or to take steps at your request before entering into a contract.

Conducting checks to identify you and verify your identity or to help prevent and detect fraud against you or us For our legitimate interests or those of a third party, such as to minimise fraud that could be damaging for you and/or us.

To enforce legal rights or defend or undertake legal proceedings Depending on the circumstances:

To comply with our legal and regulatory obligations

In other cases, for our legitimate interests or those of a third party, including, to protect our business, interests and rights or those of others

Customise our website and its content to your particular preferences based on a record of your selected preferences or on your use of our website Depending on the circumstances:

Your consent as gathered by the separate cookies tool on our website see our Cookie Policy.

Where we are not required to obtain your consent and do not do so, for our legitimate interests or those of a third party, in order to be as efficient as we can so we can deliver the best service to you at the best price

Retaining and evaluating information on your recent visits to our website and how you move around different sections of our website for analytics purposes to understand how people use our website so that we can make it more intuitive or to check our website is working as intended Depending on the circumstances:

Your consent as gathered by cookies as set out in our Cookie Policy.

Where we are not required to obtain your consent and do not do so, for our legitimate interests or those of a third party, so that we can be as efficient as we can so we can deliver the best service to you at the best price

Communications with you not related to marketing, including about changes to our terms or policies or changes to the products and/or services or other important notices Depending on the circumstances:

To comply with our legal and regulatory obligations and in other cases, for our legitimate interests or those of a third party, so that we can be as efficient as we can so we can deliver the best service to you at the best price

Protecting the security of systems and data To comply with our legal and regulatory obligations

We may also use your personal data to ensure the security of systems and data to a standard that goes beyond our legal obligations, and in those cases our reasons are for our legitimate interests or those of a third party, and to protect systems and data and to prevent and detect criminal activity that could be damaging for you and/or us

Statistical analysis to help us manage our business, for example, in relation to our financial performance, customer base, product range or other efficiency measures For our legitimate interests or those of a third party, in order to be as efficient as we can so we can deliver the best service to you at the best price

Updating and enhancing customer records Depending on the circumstances:

To perform our contract with you or to take steps at your request before entering into a contract

To comply with our legal and regulatory obligations

Where neither of the above apply, for our legitimate interests or those of a third party, e.g. making sure that we can keep in touch with our customers about existing orders and new products

Disclosures and other activities necessary to comply with legal and regulatory obligations that apply to our business, e.g. to record and demonstrate evidence of your consents where relevant To comply with our legal and regulatory obligations

Marketing our services to existing and former customers For our legitimate interests or those of a third party, i.e. to promote our business to existing and former customers

See ‘Marketing’ below for further information

External audits and quality checks, e.g. for the audit of our accounts For our legitimate interests or a those of a third party, i.e. to maintain our accreditations so we can demonstrate we operate at the highest standards

We may need to share your personal data with members of our group and third parties in connection with a significant corporate transaction or restructuring, including a merger, acquisition, asset sale, initial public offering or in the event of our insolvency

In such cases information will be anonymised where possible and only shared where necessary Depending on the circumstances:

To comply with our legal and regulatory obligations

In other cases, for our legitimate interests or those of a third party, i.e. to protect, realise or grow the value in our business and assets

See ‘Who we share your personal data with’ for further information on the steps we will take to protect your personal data where it needs to be shared with others.

Marketing

We may use your personal data to send you updates (by email, text message, telephone or post) about our products and/or services, including exclusive offers, promotions or new products and/or services.

We have a legitimate interest in using your personal data for marketing purposes (see above ‘How and why we use your personal data’). This means we do not usually need your consent to send you marketing information. However, where consent is needed, we will ask for this separately and clearly.

You have the right to opt out of receiving marketing communications at any time by:

• contacting us at Sales@protec.uk.com or

• using the ‘unsubscribe’ link in emails or ‘STOP’ number in texts.

• We may ask you to confirm or update your marketing preferences if you ask us to provide further products and/or services in the future, or if there are changes in the law, regulation, or the structure of our business.

We will always treat your personal data with the utmost respect and never sell or share it with other organisations outside the Protec Group for marketing purposes.

For more information on your rights to object at any time to your personal data being used for marketing purposes, see ‘Your rights’ below.

Who we share your personal data with

We routinely share personal data with:

• third parties we use to help deliver our products and/or services to you, such as payment service providers, warehouses and delivery companies

• other third parties we use to help us run our business, for example marketing agencies or website hosts and website analytics providers

We or the third parties mentioned above may occasionally also need to share personal data with:

• external auditors, for example in relation to the audit of our accounts, in which case the recipient of the information will be bound by confidentiality obligations

• professional advisors (such as lawyers and other advisors), in which case the recipient of the information will be bound by confidentiality obligations

• law enforcement agencies, courts, tribunals and regulatory bodies to comply with our legal and regulatory obligations

• other parties in connection with a significant corporate transaction or restructuring, including a merger, acquisition, asset sale, initial public offering or in the event of our insolvency—usually, information will be anonymised but this may not always be possible, however, the recipient of the information will be bound by confidentiality obligations

If you would like more information about who we share our data with and why, please contact us (see ‘How to contact us’ below).

How long your personal data will be kept

We will not keep your personal data for longer than we need it for the purpose for which it is used.

Different retention periods apply for different types of personal data. Further details on this are available upon request by emailing us at [insert email address]

Transferring your personal data out of the UK

The UK and other countries have differing data protection laws, some of which may provide lower levels of protection of privacy.

It is sometimes necessary for us to share your personal data to countries outside the UK. In those cases we will comply with applicable UK laws designed to ensure the privacy of your personal data.

We will also ensure all protections required by applicable UK laws are in place before transferring personal data to any organisation or body (or its subordinate bodies) governed by public international law or set up by, or on the basis of, an agreement between two or more countries (international organisations).

Under data protection laws, we can only transfer your personal data to a country outside the UK or to an international organisation where:

• in the case of transfers subject to UK data protection law, the UK government has decided the particular country ensures an adequate level of protection of personal data (known as an ‘adequacy regulation’) further to Article 45 of the UK GDPR.

• there are appropriate safeguards in place, together with enforceable rights and effective legal remedies for you, or

• a specific exception applies under relevant data protection law

Where we transfer your personal data outside the UK we do so on the basis of an adequacy regulation or (where such is not available) legally-approved standard data protection clauses recognised or issued further to Article 46(2) of the UK GDPR. In the event we cannot or choose not to continue to rely on either of those mechanisms at any time we will not transfer your personal data outside the UK unless we can do so on the basis of an alternative mechanism or exception provided by UK data protection law.

Any changes to the destinations to which we send personal data or in the transfer mechanisms we use to transfer personal data internationally will be notified to you in accordance with the section on ‘Change to this privacy policy’ below.

Your rights

You generally have the following rights, which you can usually exercise free of charge:

Access to a copy of your personal data The right to be provided with a copy of your personal data

Correction (also known as rectification) The right to require us to correct any mistakes in your personal data

Erasure (also known as the right to be forgotten) The right to require us to delete your personal data—in certain situations.

Restriction of use The right to require us to restrict use of your personal data in certain circumstances, for example if you contest the accuracy of the data

Data portability The right to receive the personal data you provided to us, in a structured, commonly used and machine-readable format and/or transmit that data to a third party—in certain situations.

To object to use The right to object:

—at any time to your personal data being used for direct marketing (including profiling)

—in certain other situations to our continued use of your personal data, for example where we use your personal data for our legitimate interests.

Not to be subject to decisions without human involvement The right not to be subject to a decision based solely on automated processing (including profiling) that produces legal effects concerning you or similarly significantly affects you.

We do not make any such decisions based on data collected by our website.

For further information on each of those rights, including the circumstances in which they apply and circumstances in which they do not apply, please contact us (see ‘How to contact us’ below).

If you would like to exercise any of those rights, email, call or write to us—see below: ‘How to contact us’. When contacting us please:

• provide enough information to identify yourself and any additional identity information we may reasonably request from you, and

• let us know what right you want to exercise and the information to which your request relates

Keeping your personal data secure

We have appropriate security measures to prevent personal data from being accidentally lost, or used or accessed unlawfully. We limit access to your personal data to those who have a genuine business need to access it.

We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.

How to complain

Please contact us if you have any query or concern about our use of your information (see below ‘How to contact us’). We hope we will be able to resolve any issues you may have.

You also have the right to lodge a complaint with:

• the Information Commissioner in the UK, and

• a relevant data protection supervisory authority in the country where you live.

The UK’s Information Commissioner may be contacted at https://ico.org.uk/make-a-complaint or by telephone: 0303 123 1113.

Changes to this privacy policy

We may change this privacy policy from time to time—when we make significant changes we will take steps to inform you, for example via a prominent link to a description of those changes on our website.

How to contact us

You can contact us by post, email or telephone if you have any questions about this privacy policy or the information we hold about you, to exercise a right under data protection law or to make a complaint.

Our contact details are shown below:

Protec Baths Ltd

Westgate Business Park

Middleway

St. Blazey

PL24 2GE

Sales@protec.uk.com

0330 700 0707

We at Protec Baths Limited, recognise the importance of providing a website that is accessible to all user groups, including those with a disability or impairment. Wherever possible, we have included simplified features to make our content available to anyone who is using assistive technology or might otherwise find the standard features difficult to use.

We aim to provide full accessibility to all content on our website, but please note some older pages may not yet be compatible with all accessibility features. In addition, third-party content, e.g. other websites we provide hyperlinks to, may not be as accessible as our website.

Help or feedback

We are committed to ongoing accessibility improvements.

If you would like to give us some feedback or are having difficulty accessing this website for any reason, please let us know and we will do our best to resolve the issue.

You can contact us by sending an email to sales@protecbaths.com

Accessibility features

We have included a number of features to improve usability and accessibility.

Sitemap

A sitemap is available within our website. This provides an overview of all content in this website and is fully hyperlinked to assist with navigation.

Home and search links

All pages have home and search links to aid navigation in text-only browsers.

Keyboard navigation

All links and user interfaces are designed to be navigable with a keyboard. We are currently working on improving this facility for you.

Access keys

Our website uses access keys to help assist you with navigation. To find out more information about the use of access keys please visit https://support.microsoft.com/en-us/windows/windows-keyboard-shortcuts-for-accessibility-021bcb62-45c8-e4ef-1e4f-41b8c1fc87fd

Images

All content images used in this website include alternative descriptions.

Colours

You can import your own stylesheet within your browser preferences to override the website’s colours.

Text or page resizing

You can generally change the font size or adjust the page zoom through your browser. To enable this feature on:

• a PC, hold down the CTRL key and press the + key to increase and the — key to decrease the font size

• a Mac, hold down the COMMAND key and press the + key to increase and the — key to decrease the font size

Compatibility with tools

This website aims to be compatible with recent versions of all major screen readers.

We at Protec Baths Limited, recognise the importance of providing a website that is accessible to all user groups, including those with a disability or impairment. Wherever possible, we have included simplified features to make our content available to anyone who is using assistive technology or might otherwise find the standard features difficult to use.

We aim to provide full accessibility to all content on our website, but please note some older pages may not yet be compatible with all accessibility features. In addition, third-party content, e.g. other websites we provide hyperlinks to, may not be as accessible as our website.

Help or feedback

We are committed to ongoing accessibility improvements.

If you would like to give us some feedback or are having difficulty accessing this website for any reason, please let us know and we will do our best to resolve the issue.

You can contact us by sending an email to sales@protecbaths.com

Accessibility features

We have included a number of features to improve usability and accessibility.

Sitemap

A sitemap is available within our website. This provides an overview of all content in this website and is fully hyperlinked to assist with navigation.

Home and search links

All pages have home and search links to aid navigation in text-only browsers.

Keyboard navigation

All links and user interfaces are designed to be navigable with a keyboard. We are currently working on improving this facility for you.

Access keys

Our website uses access keys to help assist you with navigation. To find out more information about the use of access keys please visit https://support.microsoft.com/en-us/windows/windows-keyboard-shortcuts-for-accessibility-021bcb62-45c8-e4ef-1e4f-41b8c1fc87fd

Images

All content images used in this website include alternative descriptions.

Colours

You can import your own stylesheet within your browser preferences to override the website’s colours.

Text or page resizing

You can generally change the font size or adjust the page zoom through your browser. To enable this feature on:

• a PC, hold down the CTRL key and press the + key to increase and the — key to decrease the font size

• a Mac, hold down the COMMAND key and press the + key to increase and the — key to decrease the font size

Compatibility with tools

This website aims to be compatible with recent versions of all major screen readers.