NOTE: Your attention is particularly drawn to the provisions of Clause 10 (Limitation of Liability)
1.1 Aquarian Cladding Systems Limited (the “Company”) is the exclusive UK distributor of the Gebrik Insulating Brick Cladding System, as manufactured by Isosystems AG (“Gebrik”).
1.2 Gebrik has been in use since 1980, during which time it has been widely used throughout Europe, including Belgium, France, Germany, Ireland, Ukraine and the United Kingdom.
1.3 The system is certified for use by UBAtc, CSTC and the British Board of Agrément and is provided with a 10-year insurance-backed Product Warranty. As a result of independent assessment, its design life is deemed to be a minimum of 60 years, provided close attention is paid to the design and installation of the system.
1.4 For the product warranty and certification to be valid, installation of Gebrik can only be carried out by installers and installation supervisors recognised and approved by the Company (“Approved Installers” and “Approved Supervisors”, together “Approved Persons”).
1.5 From time to time the Company is asked by potential customers and/or main contractors interested in Gebrik for details of Approved Persons or companies or businesses who have experience of using the Gebrik or with whom Approved Persons are registered or have worked (“Approved Installation Companies”).
1.6 Accordingly the Company wishes to operate an approved installer network for the benefit of Approved Persons and Approved Installation Companies (together “Participants”)(the “Network”) to which these terms and conditions will apply.
1.7 Applications for participation in the Network can be made by potential Participants and these terms and conditions apply to all forms of application and participation (as appropriate).
1.8 It is important that potential Participants read and understand these terms and conditions before applying to join the Network. In consideration of the time and effort expended by the Company in operating the Network, potential Participants in the Network agree to be legally bound by these terms, as they may be modified from time to time (at the Company’s absolute discretion).
1.9 By applying to take part in the Network potential Participants confirm that they are doing so in the course of their business activities, have read and accept these terms and agree to comply with them, either personally or on behalf of the business or company making the application (as the case may be) to the exclusion of any other terms that they seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.10 It is the responsibility of Participants to ensure that they are in compliance with the technical and legal requirements involved with the installation of Gebrik.
2.1 The Network is provided free of charge by the Company.
2.2 Participants may benefit from sales leads or labour opportunities as a result of participating in the Network, however the Company:
(a) gives no undertakings to Participants that participation will result in any such leads or opportunities;
(b) gives no undertakings to Participants that any sales leads or labour opportunities will result in a contract being entered into between the Participant and a third party for the provision of the Participant’s products or services (including, for the avoidance of doubt, the installation of Gebrik);
(C) may, in its absolute discretion, decide which Participants details (if any) it provides to a party making enquiry of the Company as to Approved Persons or Approved Installation Companies
2.3 The Network is provided on an “as is” and “as available” basis and accordingly the Company is free, in its absolute discretion, to cease operating the Network at any time.
3.1 A company or business may apply for participation in the Network as an Approved Installation Company if it:
(a) is directly engaged in the business of offering cladding design and installation services to main contractors or end user customers;
(b) has available for inspection sufficient cladding installation work that is of a standard acceptable to the Company;
(C) employs sufficient numbers of individual Approved Installers and that these are adequately and appropriately supervised by Approved Supervisors; and
(d) maintains a record of all complaints received about the standard of any work undertaken, together with a record of remedial action, if any, taken to resolve those complaints.
3.2 An individual may apply for participation in the Network as an Approved Person if he/she:
(a) is directly engaged in the business of installing cladding for main contractors or directly to end user clients;
(b) has available for inspection sufficient cladding installation work that is of a standard acceptable to the Company or can provide suitable references (if required) demonstrating the same; and
(c) maintain a record of all complaints received about the standard of any work undertaken, together with a record of remedial action, if any, taken to resolve those complaints.
4.1 In order to apply to join the Network a potential Approved Installation Company must:
(a) complete the online registration process on the Company’s website at (https://www.aquariancladding.co.uk/installers);
(b) complete the Company’s online installation questionnaire;
(C) be able to demonstrate that they employ (either directly or indirectly) sufficient Approved Persons to install the system; and
(d) must complete the Company’s approved installer compliance declaration.
4.2 In order to apply to join the Network a potential Approved Person must:
(a) complete the online registration process on the Company’s website at (https://www.aquariancladding.co.uk/installers) and provide the required photograph for use on the individual Approved Person’s registration card;
(b) complete the Company’s online installation questionnaire;
(c) undergo or demonstrate that they have undergone the required training as provided by the Company or another Approved Person (as approved by the Company on a case by case basis);
(d) complete the Company’s individual Approved Installer or Approved Supervisor compliance declaration;
4.3 By applying to participate in the Network all applicants confirm, warrant and represent that they have provided (and shall be responsible at all times for maintaining and shall maintain) full, complete and accurate information.
4.4 Applicants may only apply to participate in the Network as an Approved Installation Company if they are authorised to accept these terms and conditions on behalf of that company or business. By submitting such an application, applicants confirm that they have sought necessary approval from the company or business and that they have the authority and intention to legally bind the company or business.
4.5 The Company may wish to undertake a site visit or other meeting as part of the application process.
4.6 The Company will notify an applicant if their application to participate in the Network is successful or not. The Company is under no obligation to accept any applications and reserves the right, in its absolute discretion, for any reason whatsoever and without liability to refuse to allow participation in the Network to any applicant.
4.7 Following a successful application, the Participant’s details will be added to relevant Company records.
4.8 In the case of an Approved Person, the Company will issue the Approved Person with the relevant identification card.
4.9 Where relevant and upon enquiry from a main contractor, the Company may (depending on the type of project) provide the enquiring main contractor with details of certain Participants.
5.1 In order to remain in the Network, Participants must:
(a) where requested, provide the Company with updated details of cladding installation work undertaken;
(b) make available for inspection by the Company sufficient cladding installation work that is of a standard acceptable to the Company;
(c) (in the case of Approved Installation Companies) be able to demonstrate that they have employed (either directly or indirectly) sufficient numbers of Approved Persons on any Gebrik installations that they have undertaken (if any);
(d) undergo refresher training as reasonably required by the Company; and
(e) act at all times in such a way so as to uphold and maintain the reputation of the Network.
6.1 Participants must:
(a) maintain a record of all complaints received about the standard of any work undertaken;
(b) make available (as required) their record of all complaints received about the standard of any work undertaken;
(c) if required, take the required remedial actions necessary to rectify any substandard work; and
(d) make available (as required) their record of all remedial action, if any, taken to resolve those complaints.
7.1 Participants may, from the date of approval and for the duration of their participation in the Scheme, use the following approved installer logo (the “Logo”) on a non-exclusive and revocable basis:
7.2 The logo is only to be used in respect of the installation of Gebrik and always subject to these terms and conditions and Participants may not use the Logo or any mark similar to the Logo for any purpose other than in connection with the installation of Gebrik.
7.3 Participants may only use the Logo as stipulated from time to time by the Company and shall observe all reasonable directions given by the Company as to colours and size of representations of the Logo, their positions on any materials and the way in which they are used.
7.4 Participants shall comply strictly with any brand guidelines and the Company’s directions as to the form and manner of use of the Logo.
7.5 Participants shall only use the Logo for the purposes authorised in these terms and conditions and shall not use the Logo for any other purpose nor in any way which would tend to allow them to become generic, lose their distinctiveness, become liable to mislead the public, be materially detrimental to or inconsistent with, reduce or diminish the reputation, image, name, goodwill and prestige of the Logo or the Company.
7.6 Participants acknowledge that the Company is the owner of or has the right to all intellectual property rights in the Logo. Participants acknowledge and agree that any goodwill derived from any use of the Logo or accruing to the Logo shall accrue to, vest in and remain with the Company. The Company may, at any time, call for a confirmatory assignment of such goodwill and Participants shall immediately execute it. Participants shall provide, at the Company’s request, all necessary assistance in maintaining any registrations or prosecuting any applications for registration in respect of the Logo.
7.7 Participants may not register or be involved in the registration or use of any trade mark, company name or domain name incorporating the Logo or any mark which is similar to the Logo.
7.8 The Company gives no warranty and makes no representations that any exercise use or exploitation of the Logo will not constitute any infringement or violation of the rights of any third party.
8.3 In the event that a Participant is contacted by a third party and the Participant and the third party enter into a contract for the provision of the Participant’s products or services, then the Company shall not be a party to that contract. Under no circumstances will the Company be liable for the performance of that contract between the Participant and the third party.
8.4 Accordingly, Participants will indemnify the Company against any third-party claims or legal proceedings that are brought or threatened against the Company by a third party as a result of the Participants acts or omissions.
9.3 The Company may immediately and without liability suspend, cancel or terminate an Approved Installation Company’s or an Approved Persons participation in the Network by giving notice for any reason, including (but not limited to) where:
(a) the Company reasonably believes a Participant has committed any material breach of these terms and conditions;
(b) a Participant has committed any breach of these terms and conditions and the Company gives notice to that Participant to remedy the breach (or to the extent that the breach is not capable of remedy, to give compensation for it) and that Participant fails to do so within 14 days of the notice;
(c) there are more than three instances in any calendar year where, in the Company’s absolute discretion, the relevant Participant has not taken the required remedial actions to rectify any substandard work;
(d) a Participant becomes insolvent, are adjudicated bankrupt, or compound with, or make any arrangement with, or makes a general assignment for the benefit of, its creditors;
(e) a Participant compulsorily or voluntarily enters into liquidation, except for the purposes of a bona fide reconstruction or amalgamation, and with the prior written approval of the Company; or
(f) a Participant has an administrator, receiver or manager appointed over the whole, or a substantial part, of its undertakings or assets; or
(g) a Participant undergoes a change in control which, in the company’s sole opinion, materially affects its ability to carry out its obligations under these terms and conditions in a manner satisfactory to the Company; or
(h) a Participant ceases or threaten to cease to carry on its business.
9.4 The Company may immediately and without liability cease operating the Network at any time.
9.5 Termination of a Participant’s participation in the Network shall be without prejudice to any existing rights and/or claims that the Company may have against that Participant, and shall not relieve that Participant from fulfilling any obligations accrued prior to such termination.
9.6 Upon termination of a Participant’s participation in the network, however arising:
(a) its right to use the Logo ceases immediately and they shall immediately cease to use the Logo;
(b) it shall not supply any products or services of any type or description under, or by reference to, the Logo or any similar mark;
(c) it shall if so requested execute an assignment in the Company’s favour (or such other person as the Company may direct) of any and all goodwill in the Logo as may have accrued by reason of their use of the Logo and by being connected with the Logo in the course of trade and all such rights (if any) as may have accrued to them in relation to the Logo by reason of such use;
(d) it shall at the Company’s option deliver up or destroy all material of whatever nature relating to its activities bearing or relating to the Logo, including without limitation any artwork, data and any promotional and advertising material.
9.7 All provisions of these terms and conditions which in order to give effect to their meaning need to survive its termination shall remain in full force and effect after termination.
9.8 Termination shall be without prejudice to the right to seek compensation for breach of any provisions of these terms and conditions.
9.9 Participants shall do nothing after the termination of their participation in the Network which might lead any person to believe that they are authorised to use the Logo or are in any way participating in the Network.
10.3 Nothing in the Contract shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) or any other liability which cannot be limited or excluded by applicable law.
10.4 Subject to Clause 10.1, the Company shall not be liable to a Participant, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Network for: (a) loss of profits;(b) loss of sales or business; (c)loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of damage to goodwill; and (g) any indirect or consequential loss whatsoever
10.5 Subject to Clause 10.1, the Company’s total aggregate liability to any Participant, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions and the Network shall be limited to £100.
10.6 Each part of this clause 10 will operate separately. If any of it is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
11.3 All information, acquired and held by the Company in respect of a potential or actual Participant, shall be held by the Company in confidence and, except as required by an accreditation body, by law, by these terms and conditions or to confirm compliance with these terms and conditions, shall not be disclosed by the Company to a third party without the prior written agreement of the relevant Participant.
12.3 The Company will handle a Participant’s data in accordance with the Data Protection Act 1998. Data will be stored for certification and registration purposes.
The Company may keep and use personal data (such as contact details) about Participants, the officers, employees and business of Participants for all purposes that the Company requires properly to maintain the Network and to ensure compliance with these terms and conditions, including, but not limited to, the disclosure to third parties of the identity of such officers and employees.
12.4 The Company reserves the right to conduct a credit check on any Participant in or applicant to the Network.
13.3 These terms and conditions are personal to each Participant. A Participant may not assign, sub-contract, sublicense or transfer all or any part of its rights or obligations under these terms and conditions. The Company may assign all or any part of its rights or obligations under these terms and conditions and may delegate any of its duties under these terms and conditions.
13.4 These terms and conditions, together with any documents referred to in them, constitute the whole agreement relating to their subject matter and supersede any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any provision of these terms and conditions is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of these terms and conditions in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of these terms and conditions shall not be affected in any other jurisdiction.
13.5 No failure to exercise, nor any delay in the exercise, by the Company of any right, power, privilege or remedy under these terms and conditions shall impair, or operate as a waiver of, such right, power, privilege or remedy. No waiver by the Company of a breach or a default hereunder shall be effective unless in writing and signed by the Company and any such waiver shall not be deemed to be a waiver of any subsequent breach or default of the same or similar nature.
13.6 Nothing in these terms and conditions shall constitute or be deemed to constitute a partnership or constitute or be deemed to constitute a Participant as the Company’s agent for any purpose whatsoever and a Participant shall have no authority or power to bind the Company or to contract in the Company’s name in any way or for any purpose.
13.7 These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).
