Terms and Conditions

CONDITIONS RELATING TO BOTH THE SUPPLY OF GOODS AND SERVICES

PART 1
(CONDITIONS 1 TO 7)
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions (Conditions).
Buyer: the person, firm or company who purchases the Goods and/or Services from the Company.
The Company: Warmup Plc or any related company as agreed on the quotation or offer for sale.
Contract: the Buyer’s purchase order and the Company’s acceptance of it, or the Buyer’s acceptance of a quotation or offer of sale by the Company under condition 2.2.
Data Subject refers to an identifiable identified or identifiable natural person, normally the Buyer from whom or about whom information is collected. This means any individual whose personal data is being processed by a data controller or processor as in The Company or an assignee .
Delivery Point: the place where delivery of the Goods and/or Services is to take place under condition 9.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
Services: any services agreed in the Contract to be supplied to the Buyer by the Company.
Work Area: the location for the provision of the Services as indicated in the Company’s quotation, acknowledgement of order or as otherwise agreed with the Buyer pursuant to condition 14.1(b).
1.2 A reference to law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other genders.
1.5 Condition headings do not affect the interpretation of these conditions.

2. Basis of Contract
2.1 These terms and conditions shall:
(a) to all contracts for the supply of Goods and/or Services by the Company to the Buyer; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Buyer’s purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
2.2 The Buyer’s purchase order, or the Buyer’s acceptance of a quotation for Goods and/or Services by the Company, constitutes an offer by the Buyer to purchase the Goods and/or Services specified in it on these Conditions. No offer placed by the Buyer shall be accepted by the Company other than:
(a) by a written acknowledgement issued by the Company; or
(b) (if earlier) by the Company starting to provide the Goods and/or Services,
when a contract for the supply and purchase of those Goods and/or Services on these Conditions will be established. The Buyer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
2.3 Quotations are given by the Company on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.

3. PRICE
3.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the recommended retail price set out in the Company’s price list published on the date of delivery or deemed delivery, less any discount agreed in writing.
3.2 The price for the Services shall be as specified in the Contract.
3.3 The Company will be entitled to deliver interim invoices for Services supplied in respect of distinct and separate periods of work, or in respect of each period of one week or one calendar month.
3.4 The price for the Goods and/or Services shall be exclusive of any sales tax, which shall be charged in accordance with relevant legislation.
3.5 If the Company’s performance of the Services under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, sub-contractors or employees, the price for the Services shall be increased at the Company’s current daily rate.

4. PAYMENT
4.1 Subject to condition 4.6, and unless otherwise agreed in writing, payment of all invoices is due in the currency expressed in the Contract immediately upon receipt of invoice.
4.2 Amounts due to the Company shall be paid in full without any deduction or withholding other than as required by law. The Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.
4.3 No payment shall be deemed to have been received until the Company has received cleared funds.
4.4 Without prejudice to any other right or remedy that it may have, if the Buyer fails to pay the Company on the due date, the Company may:
(a) claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
4.5 Time for payment shall be of the essence of the Contract.
4.6 All sums payable to the Company under the Contract shall become due immediately on its termination, despite any other provision. This condition 4.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
4.7 The Company may, without prejudice to any other rights it may have, set off any liability of the Buyer to the Company against any liability of the Company to the Buyer.

5. LIMITATION OF LIABILITY
5.1 Subject to condition 9, condition 10 and condition 12, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods and/or Services or any part of them; and
(c) Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
5.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
5.3 The Company shall have no liability to the Buyer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic and pandemic or default of suppliers or sub-contractors.
5.4 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) from relevant legislation in each territory
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by the Company; or
(e) for any liability incurred by the Buyer as a result of any breach by the Company of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
5.5 Subject to condition 5.2 and condition 5.3:
(a) the Company shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(b) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Goods and/or Services.

6. DATA PROTECTION AND PRIVACY
6.1 Compliance with Data Protection Laws

6.1.1 Both parties shall comply with all applicable data protection laws and regulations, including the UK GDPR and the Data Protection Act 2018.

6.1.2 The Company is registered as a data controller pursuant to the Data Protection Act 2018 and UK GDPR.

6.2 Personal Data

6.2.1 The Company may collect, use, and process personal data of the Buyer and its representatives in accordance with the Company’s Privacy Policy & Privacy Notice, both of which are available at https://www.warmup.co.uk/privacy-policy.

6.2.2 The Buyer consents to the processing of its personal data by the Company for the purposes of fulfilling the contract, providing the Goods and/or Services, and for any other purposes set out in the Company’s Privacy Policy & Privacy Notice.

6.3 Data Security

6.3.1 The Company shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing personal data.

6.3.2 In the event of a data breach affecting the Buyer’s personal data, the Company shall notify the Buyer without undue delay and take reasonable steps to mitigate the effects and minimize any damage resulting from the breach.

6.4 Data Subject Rights

6.4.1 The Buyer has the right to request access to, rectification, or erasure of personal data, to restrict or object to processing, and to data portability. Requests should be made in writing to the Company’s Data Protection Officer at:

Data Controller
Warmup plc
704 Tudor Estate
Abbey Road
London
NW10 7UW

personaldata@warmup.com

6.5 Third-Party Processors

6.5.1 The Company may engage third-party processors to process personal data on its behalf. The Company shall ensure that any third-party processor complies with data protection laws and provides sufficient guarantees to implement appropriate technical and organizational measures.

6.5.2 The Buyer acknowledges and agrees that the Company may transfer information about the Buyer to the Company’s financiers, who:
(a) may use, analyse and assess information about the Buyer, including the nature of the Buyers transactions, and exchange such information with other members of their group of companies and others for credit or financial assessment, market research, statistical analysis, insurance claim, underwriting and training purposes and in making payments and servicing their agreement with the Company;
(b) from time to time, may make searches of the Buyer’s record at credit reference agencies where the Buyer’s records with such agencies may include searches made and information given by other businesses; details of their searches will be kept by such agencies but will not be seen by other organisations that may make searches;
(c) may give information about the Buyer and the Buyer’s indebtedness to the following:
(i) the Company’s or their insurers for underwriting and claims purposes;
(ii) any guarantor or indemnifier of the Buyer’s or the Company’s obligations to enable them to assess such obligations;
(iii) their bankers or any advisers acting on their behalf;
(iv) any business to whom the Buyer’s indebtedness or the Company’s arrangements with them may be transferred, to facilitate such transfer;
(d) may monitor and/or record any phone calls the Buyer may have with them, for training and/or security purposes;
(e) may transfer all or any of their rights and obligations under their agreement with the Company to a third party and may transfer information about the Buyer the third party to enable them enforce their rights or comply with the obligations.
6.5.3 On request to the address provided at condition 6.3, the Company will provide the Buyer with the details of the Company’s financiers including a contact telephone number. The Buyer may contact the Company’s financier to request details of the credit reference agencies and other third parties referred to above. The Buyer may also have the right to receive a copy of certain information held by the Company’s financiers on a written application to them, subject to a fee.

6.6 Retention of Personal Data

6.6.1 The Company shall retain personal data only for as long as necessary to fulfil the purposes for which it was collected or as required by law.

6.6.2 All data provided to the Company with respect to a Data Subject shall be:

(a) fairly and lawfully processed;

(b) processed for limited purposes and not in any manner incompatible with those purposes;

(c) adequate, relevant and not excessive;

(d) accurate – not kept for longer than is necessary;

(e) processed in line with the Data Subject’s rights;

(f) secure; and

(g) not transferred to foreign countries without adequate protection

6.7 International Data Transfers

6.7.1 The Company shall not transfer personal data outside the UK or the European Economic Area (EEA) unless such transfer is compliant with data protection laws and appropriate safeguards are in place.

6.8. Digital Services

6.8.1 The Company shall provide digital services in accordance with the specifications set out in the contract and any applicable service level agreements.

6.9 Data Usage

6.9.1 The Buyer acknowledges that the provision of digital services may involve the processing of personal data. The Company shall process such data in accordance with its Privacy Policy and data protection laws.

6.9.2 Buyer Responsibilities

6.9.3 The Buyer shall ensure that any personal data provided to the Company in connection with the digital services is accurate, complete, and up to date.

6.9.4 Intellectual Property

6.9.5 The Buyer acknowledges that all intellectual property rights in the digital services and any related materials are owned by the Company or its licensors. The Buyer is granted a limited, non-exclusive, non-transferable license to use the digital services for the duration of the contract.

7. GENERAL
7.1 The Company may sub-contract the performance of the Contract in whole or in part.
7.2 Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
7.3 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
7.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
7.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
7.6 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
7.7 The Buyer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
7.8 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
7.9 Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
7.10 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
7.11 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

CONDITIONS RELATING ONLY TO THE SUPPLY OF GOODS

PART 2
(CONDITIONS 8 TO 12)
8. DESCRIPTION
8.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.
8.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract, and this is not a sale by sample.

9. DELIVERY
9.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the shipping address advised in writing at the point of order to our dispatch team.
9.2 Any delay in the delivery of the Goods (even if caused by the Company’s negligence), shall not entitle the Buyer to terminate or rescind the Contract.
9.3 The Company may deliver the Goods by separate instalments and to render a separate invoice in respect of each instalment.
9.4 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

10. NON-DELIVERY
10.1 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

11. RISK/TITLE
11.1 The Goods are at the risk of the Buyer from the time of delivery.
11.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
11.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
11.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
11.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or is the subject of any process outside of England which is analogous to any of the foregoing; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade or is the subject of any process outside of England which is analogous to any of the foregoing; or
(c) the Buyer fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer,
(d) the Buyer encumbers or in any way charges any of the Goods.
11.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
11.7 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 11 shall remain in effect.

12. QUALITY
12.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
12.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

CONDITIONS RELATING ONLY TO SUPPLY OF SERVICES

PART 3
(CONDITIONS 13 TO 14)
13. THE COMPANY’S OBLIGATIONS
13.1 The Company shall use reasonable endeavours to provide the Services, and to deliver the Goods to the Buyer, in accordance in all material respects with the Contract.
13.2 The Company shall use reasonable endeavours to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
13.3 The Company shall not be obliged to observe any health and safety rules and regulations or any other security requirements save to the extent that it has agreed in writing to do so prior to the Contract having come into existence under condition 2.2.

14. BUYER’S OBLIGATIONS
14.1 The Buyer shall:
(a) co-operate with the Company in all matters relating to the Services;
(b) provide, for the Company, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Buyer’s premises, office accommodation, data and other facilities as requested by the Company;
(c) ensure that no other persons will traverse the Work Area for the duration of the Services.
(d) provide, in a timely manner, such information as the Company may request relating to the Services and ensure that it is accurate in all material respects;
(e) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any debris and/or hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Company of all of its obligations and actions under this condition 14.1(e);
(f) inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Buyer’s premises;
(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the installation of the Goods, in all cases before the date on which the Services are to start;
(h) keep, maintain and insure the Work Area for purpose and duration of the Services;
(i) ensure that all sub-floor preparations:
(i) are in accordance with the Company’s guidelines;
(ii) meet building regulations; and
(iii) were laid more than seven days prior to the date specified in the Contract for commencement of the Services,
(j) ensure that the Work Area is level, dry and clear of all debris;
(k) ensure that prior to the date specified in the Contract for commencement of the Services all wiring, connections, fittings and conduits:
(i) have been installed (in the correct position to allow the provision of the Services) and are in a clean condition;
(ii) comply with all appropriate regulations and are fit for purpose based upon the ratings’ and requirements of the connecting products;
(iii) in respect of wiring have been connected to the appropriate consumer units with appropriate protection devices (RCD and MCB or RCBO), prior to commencement of service provision;
(iv) in respect of plumbing works, have been connected to the appropriate services and heat sources, prior to commencement of service provision; and
(v) are the correct size for the installation of the Goods.

14.2 After completion of Services, the Buyer shall ensure that:
(a) the heating works are adequately protected; and
(b) no person traverse the Work Area until completion of the structural floor covering, other than persons laying the structural floor covering (instructions and diagrams are available upon request).
14.3 If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, sub-contractors or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.
14.4 The Buyer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Buyer in writing.
14.5 The Buyer shall not, without the prior written consent of the Company, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Company in the provision of the Services.
14.6 Any consent given by the Company in accordance with condition 14.5 shall be subject to the Buyer paying to the Company a sum equivalent to 20% of the then current annual remuneration of the Company’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Buyer to that employee or sub-contractor.

CONDITIONS AND EXAMPLE COSTS THROUGHOUT THE WEBSITE

PART 4
(CONDITIONS 15)
15. DESCRIPTION
The calculations on the website have been based on the following reasonable assumptions unless otherwise stated:
(a) Installation is in a house built to 2010 Part L regulations
(b) Heaters used: 150W/m² mats, under 8-10mm ceramic tile on 10mm Warmup Insulation Board
(c) The temperature difference between “on” and “standby” is 5°C (e.g. 16°C when on “standby”, 21°C when “on”)
(d) The floor property is consistent to property size (e.g. 5m² of heating for a 5m² room)
(e) The heat up time is included within the hours ON
(f) The heating is controlled by a Warmup thermostat
(g) Price per kWh is 11.61p (April 2014) The lowest UK electricity price available in April 2014

LEGAL INFORMATION AND NOTICES

PART 5
(CONDITIONS 16)
16. DESCRIPTION
Ownership of Site; Agreement to Terms of Use
These Terms and Conditions of Use (the “Terms of Use”) and Cookie Policy apply to the Company’s website located at www.warmup.co.uk, and all associated sites owned and operated by the Company.

16.1. Website Introduction

16.1.1 These terms and conditions govern your use of our website; by using our website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

16.1.2 Our website uses cookies. By using our website and agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our terms Cookies Policy.

16.2. License to Use Website

16.2.1 Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

16.2.2 You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

16.2.3 You must not:

• Republish material from this website (including republication on another website);
• Sell, rent, or sub-license material from the website;
• Show any material from the website in public;
• Reproduce, duplicate, copy, or otherwise exploit material on our website for a commercial purpose;
• Edit or otherwise modify any material on the website;
• Redistribute material from this website [except for content specifically and expressly made available for redistribution].

16.3. Acceptable Use

16.3.1 You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

16.3.2 You must not use our website to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.

16.3.3 You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to our website without our express written consent.

16.4. User Content

16.4.1 In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material, and audio-visual material) that you submit to our website, for whatever purpose.

16.4.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights and the right to bring an action for infringement of these rights.

16.4.3 Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).

16.4.4 You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

16.4.5 We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.

16.5. Limited Warranties

16.5.1 We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.

16.5.2 To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose, and/or the use of reasonable care and skill).

16.6. Limitations and Exclusions of Liability

16.6.1 Nothing in these terms and conditions will:

• Limit or exclude our or your liability for death or personal injury resulting from negligence;
• Limit or exclude our or your liability for fraud or fraudulent misrepresentation;
• Limit any of our or your liabilities in any way that is not permitted under applicable law; or
• Exclude any of our or your liabilities that may not be excluded under applicable law.

16.6.2 The limitations and exclusions of liability set out in this Section and elsewhere in these terms and conditions:

Are subject to the preceding paragraph; and

Govern all liabilities arising under these terms and conditions or in relation to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence), and for breach of statutory duty.

16.6.3 To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

16.7. Indemnity

16.7.1 You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities, and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions.

16.8. Breaches of These Terms and Conditions

16.8.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website, and/or bringing court proceedings against you.

16.9. Variation

16.9.1 We may revise these terms and conditions from time to time. Revised terms and conditions will apply to the use of our website from the date of publication of the revised terms and conditions on our website. Please check this page regularly to ensure you are familiar with the current version.

16.10. Assignment

16.10.1 We may transfer, sub-contract, or otherwise deal with our rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

16.10.2 You may not transfer, sub-contract, or otherwise deal with your rights and/or obligations under these terms and conditions.

16.11. Severability

16.11.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

16.11.2 If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16.12. Entire Agreement

16.12.1 These terms and conditions, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website and supersede all previous agreements in respect of your use of this website.

16.13. Law and Jurisdiction

16.13.1 These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of England and Wales.

WARMUP® PRODUCT WARRANTY
 PART 6
 (CONDITIONS 17 to 18)
 17. DESCRIPTION
The Company’s (“Warmup”) products are warrantied to be free from defects in materials and workmanship under normal use and maintenance, subject to the limitations and conditions outlined below. Warranty coverage begins once the product is registered with the Company, and a confirmation of warranty registration is received. The warranty period is calculated from the date of purchase, regardless of the registration date.
 17.1 The warranty applies only to products that:
 (a) Are registered with the Company within 30 days of purchase.
 (b) Are installed by a qualified and competent person in compliance with the regulations and installation instructions in effect at the time of installation.

(c) For mains electric products with an earth connection: the product must be connected to a permanent earth that is properly rated to handle the load of all connected devices.

(d) For mains electric products: the product must be connected to a power supply with current leakage protection, using a correctly installed and maintained 30mA Residual Current Device (RCD) or a Residual Current Circuit Breaker with Overcurrent Protection (RCBO).

(e) For mains electric products: the product must be connected to a power supply with overcurrent protection, using a correctly installed and maintained Miniature Circuit Breaker (MCB) or RCBO, rated appropriately for the product’s load and maximum permissible supply capacity.

(f) Are used within specified limits: the product is not exposed to pressures, powers, temperatures, or other conditions that exceed the limitations indicated on the product or in the installation manual.
 (g) Remain in their original installed location and are not moved or altered in any way that could affect their functionality or performance.

(h) Structural layers, including but not limited to structural boards and encapsulating layers such as tile adhesives, levelling compounds, or screeds, are not damaged, lifted, replaced, or repaired in a manner that affects the product’s integrity or performance.

(i) Do not show evidence of accidental damage, misuse, lack of care, tampering, or unauthorized repair or modification, without the prior written approval of the Company.

17.2 Notification and Investigation of Warranty Claims

(a) Any suspected product failure must be reported to the Company in writing within thirty (30) days from the date of the suspected issue.

(b) Products believed to be defective must be made available to the Company for inspection. For products that are beneath or encapsulated within structural layers, access must be provided before any excavation or removal of those layers. The Company may test the product to determine the cause of the failure. This may include dismantling or further investigation of the product’s installation and its components.
 17.3 Warranty Claim Response

Upon acceptance of a valid warranty claim, the Company will have ninety (90) business days to assess and determine responsibility for any product defects. Based on the outcome of this investigation, the Company will decide the appropriate course of action, which may include repair, replacement, or other remedial actions.
 17.4 Warranty Remedy

(a) During the warranty period, if the product is found to be defective, the Company will, at its discretion, either repair, replace, or refund the product.

(b) The cost of repairs or replacement by the Company will be covered under this warranty. However, this warranty does not cover any costs associated with relaying, replacing, or repairing any flooring, structural layers, coverings, or other materials that may have been affected by the defect.
 17.5 Remedies Under Warranty

The sole remedies available under this warranty are at Warmup’s discretion:

(a) A refund,

(b) Repair of the defective product,

(c) Replacement of the defective product.

All costs related to transportation, labour, or additional work beyond the direct repair or replacement by the Company must be pre-approved by the Company in writing.
 17.6 Installation Damage Exclusion

This warranty does not cover products that fail due to damage during installation or the installation of subsequent products. It is critical to verify that the product is functioning correctly, as specified in the installation manual, before installing any subsequent products and again before the product is commissioned.
 17.7 Exclusion of Liability for Incidental or Consequential Damages

Under no circumstances shall the Company be liable for any incidental or consequential damages, including but not limited to additional utility costs, property damage, or loss of use of the product.

17.8 Warranty Exclusions

Without limiting the foregoing, this warranty does not apply to:

(a) Damage resulting from improper installation, application, or abnormal operating conditions.

(b) Damage occurring during installation, including the application of covering or encapsulating structural layers and subsequent decorative layers.

(c) Damage caused by natural disasters or other environmental conditions beyond the control of the Company, including but not limited to floods, fires, storms, radiation, or accidents.

(d) Use of components or accessories that are not compatible with the Company’s products.

(e) Products installed outside the country of intended installation, as specified by the Company.

(f) Maintenance procedures for products, as detailed in the installation and operating manuals.

(g) Parts that were not supplied or approved by the Company.

(h) Damage caused by improper use, maintenance, operation, or servicing.

(i) Failure to start due to interruptions in or inadequate provision of electrical service, primary hot water, or Wi-Fi.

(j) Damage caused by frost, or by frozen or broken water pipes in the event of product failure.

(k) Cosmetic changes that do not affect product performance.
 17.9 Governing Law and Dispute Resolution

This limited warranty and any claims arising from breach of contract, breach of warranty, or any other claim shall be governed by the laws of England and Wales. No representative, distributor, or agent of the Company has the authority to bind the Company to any agreement, warranty, or remedy without the express written consent of the Company.

17.10 Limitation of Warranty

(a) WARMUP PLC DISCLAIMS:

(i) Any warranties not explicitly provided here, including but not limited to the implied warranties of merchantability or fitness for a particular purpose.

(ii) Any statutory or implied warranty of habitability or any responsibility for losses, expenses, inconveniences, or incidental, special, or consequential damages arising from the possession or use of the product.

17.10 SafetyNet™ Installation Guarantee Guidelines:
 (a) If you accidentally damage a Company pipe or a Company heating wire before covering the pipe or wire with screed or flooring, you may return the damaged product to the Company within 30 DAYS along with your original dated sales receipt and THE COMPANY WILL REPLACE ANY PRODUCT WITH ANOTHER OF THE SAME MAKE AND MODEL – FOR FREE.
 (b) PLEASE NOTE
 (i) The SafetyNet™ Installation Guarantee does not cover any other type of damage, misuse, or improper installation due to improper adhesive or subfloor conditions. Limit of one free replacement heater per Buyer or installer.
 (ii) Damage to the pipe or electric heater that occurs after screeding or laying of the floor covering is not covered by the Safety Net™ Installation Guarantee.

18) GUARANTEE AND WARRANTY DURATIONS*

18.1 The Company’s guarantees and warranties durations are detailed in each corresponding product technical manual.

18.2 If at any time during the warranty period the product is determined to be defective,

The Company shall repair or replace it, at The Company’s option. If the product is defective, please

either;

• Return it, with a bill of sale or other dated proof of purchase, to the place from which you purchased it, or
• Contact The Company. The Company will determine whether the product should be returned or replaced.

18.3 Registration can be completed online at www.warmup.co.uk

18.4 THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDINGANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, OR ANY OTHER FAILUREOF THIS PRODUCT. THIS WARRANTY IS THE ONLY EXPRESS WARRANTY WARMUP MAKESON THIS PRODUCT. THE DURATION OF ANY IMPLIED WARRANTIES, INCLUDING THEWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ISHEREBY LIMITED TO THE TWELVE-YEAR DURATION OF THIS WARRANTY.

This Warranty does not affect your statutory rights.

_________________________________________________________________________________________________________________________