Vaillant ASPIRE Terms and Conditions V1/24

1. Interpretation

The following definitions and rules of interpretation apply in these Terms and Conditions.

1.1 Definitions:

Additional Terms: means those additional terms of Vaillant or any third-parties that apply to specific stages of the learning pathway for the training being undertaken as set out in Clause 10.1;

AFC: means an Appliance Function Check which is one of the Vaillant Services;

Agreement; means as applicable; the Confirmation Quote, the Membership Application Form, Online Booking Form, and these Aspire Terms and Conditions Version 1/24;

Applicable Law: All legislation, regulations, and other rules having equivalent force which are applicable to the provision or use of the Services under this Agreement;

Awarding Bodies: means the MCS Service Company Ltd who operate the Microgeneration Certification Scheme (MCS),NAPIT Registration Limited, Trustmark, and Competent Persons Scheme (CPS);

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

Business Hours: means 9am to 5pm on a Business Day;

Charges: means the charges for the Services and any applicable membership, in each case as set out in the Confirmation Quote, or are otherwise determined by Vaillant to be applicable to the Customer’s Application Form, and payable by the Customer in accordance with Clause 5 (Charges and payment);

Confirmation Quote: Vaillant’s quote for the Services based on the Pre-Requisite Requirements and the Online Assessment Check;

Controller, processor, data subject, processing and appropriate technical measures: as defined in the UK Data Protection Legislation;

Consumer Code Bodies: means the organisations that promote consumer interests by setting out the principles of effective customer service and protection;

Customer: the person or firm who purchases the Services from Vaillant;

Design Service: means those design services as set out in the design services section of Schedule 1;

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;

Membership Application Form: means the application form required to be completed by the Customer for each attendee to become a member of one or more of the Awarding Bodies;

Online Booking Form: means the online booking process for the provision of the Unregulated Courses;

Personal Data: means as defined in the UK Data Protection Legislation;

Personal Data Breach means a suspected or actual breach of UK Data Protection Legislation, the terms of Clause 6, or breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data;

Pre-Requisite Requirements: means those minimum industry qualifications and or certifications set out by the Awarding Bodies or Vaillant (depending on the training route taken), that the Customer’s attendees must hold and be able to evidence prior to entering into this Agreement or attending the Services (e.g. Gas Safe and other specified qualifications) NB. Pre-Requisite training can be undertaken with Vaillant subject to availability, or with any approved third party training provider;

Regulated Courses: means those courses within the Aspire programme that are offered by Vaillant to Aspire programme attendees (as identified in the Regulated Courses section of Schedule 1).

Services: the performance of either (i) the Regulated Courses in the Aspire Programme (including the MCS, NAPIT and accredited heat Pump training services provided by Vaillant, or (ii) the Unregulated Courses provided by Vaillant, as further defined in Schedule 1 and the Confirmation Quote;

Services Start Date: means the first Training Date on which the attendee was invited to attend the Vaillant Training Centre to commence the Services delivery;

Training Date: means any date that has been agreed and booked by the Customer for provision by Vaillant or any third party of any aspect of the Services to an attendee;

Unregulated Courses; means those courses within the Aspire programme (excluding Regulated Courses) or otherwise offered by Vaillant Academy, in relation to achieving MCS accreditation (as identified in Unregulated Courses section of Schedule 1);

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

UK GDPR: means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (EU GDPR) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419);

Vaillant: Vaillant Group UK Limited registered in England and Wales with company number 00294316;

Vaillant IP: means all Intellectual Property Rights in Vaillant Materials;

Vaillant Materials: means all documents, information, handbooks and other materials provided to the Customer or Customer’s attendees in performance of the Services; and

Vaillant Service(s): means those services listed under Vaillant Services section of Schedule 1.

2. Agreement Formation

2.1 Vaillant’s Aspire programme is offered strictly where a Vaillant product is to be installed. If an Agreement is made with a customer who chooses to install any other manufacturers product, the Agreement will be null and void without liability to Vaillant.

2.2 Prior to entering into an Agreement with the Customer, Vaillant will require evidence of each potential attendees Pre-Requisite Requirements each potential attendee will be required to undertake an Online Assessment Check to ensure that they are prepared and able to undertake the training successfully and a copy of these terms will be accessible at that stage.

2.3 If a Customer commences the Aspire Programme with Vaillant but has any incomplete Pre-Requisite Requirements, those Pre-Requisite Requirements must be successfully achieved by the Customer before it is possible to complete and receive their Aspire Programme certificates.

2.4 For NAPIT Regulated courses, following the Online Assessment Check, Vaillant will confirm the Charges for the Services to the Customer in a Confirmation Quote for the relevant attendee. If the customer accepts the Charges in the Confirmation Quote, they will complete the Application Form and send this with payment to Vaillant.

2.5 These Terms and Condition (including the Schedules and Additional Terms) in each case as amended from time to time, shall come into effect on receipt of the Customer’s completed and signed Application Form by Vaillant.

2.6 Save for terms pertaining to the relevant Services in the online assessment check or Application Form, any descriptive matter or advertising issued by Vaillant, and any descriptions contained in Vaillant’s brochures or on their website in relation to Aspire Training, are issued or published for the sole purpose of giving an approximate idea of the Aspire Training described in them. They shall not form part of these Terms and Conditions nor have any contractual force.

2.7 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.8 Vaillant reserves the right to amend the Services as necessary to comply with any Applicable Law or otherwise, provided the amendment will not materially affect the nature or quality of the Services, and Vaillant shall notify the Customer in any event.

3. Vaillant Obligations

3.1 Vaillant shall:

(a) supply the Services to the Customer in accordance with the Confirmation Quote and this Agreement in all material respects.

(b) make applications on Customer’s behalf to the relevant Awarding Body, including providing them with copies of attendees Pre-Requisite Requirements as applicable.

(c) use reasonable endeavours to meet any Training Dates agreed, but any such dates are subject to change. Time shall not be of the essence for performance of the Services.

3.2 Vaillant warrants to the Customer that the Services will be provided using reasonable care and skill.

3.3 All Services carried out on gas appliances will be in accordance with current regulations and standards and will be carried out by Gas Safe registered operatives.

4. Customer's obligations

4.1 The Customer undertakes that it will:

(a) where relevant, maintain membership to the necessary and appropriate Consumer Code Bodies;

(b) ensure that the information in this Agreement, the Membership Application Form, and Online Booking Form reflects accurately the Services required for the relevant attendee and agreed between the parties prior to entering into this Agreement;

(c) have the authority to commit itself to the Customer’s obligations under this Agreement;

(d) co-operate with Vaillant in all matters relating to the Services;

(e) ensure that it or its attendees have all of the Pre-Requisite Requirements and can provide evidence of these prior to entering into this Agreement or attending any of the Services;

(f) provide Vaillant with such other information as Vaillant may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(g) comply with all Applicable Laws;

(h) comply with all H&S guidelines provided by Vaillant or the third-party training centre prior to or on arrival at the training centre;

(i) where Vaillant’s performance of its obligations are dependent on the Customer taking any action or doing a thing, do such act or thing without undue delay;

(j) in relation to the Regulated Courses which support an attendee to become MCS accredited, implement a quality management system appropriate to your business (guidelines will be provided by MCS);

(k) in relation to Design Services;
(i) be entitled to 1 system design service only (where the design module is taken as part of the Services under this Agreement) any resubmissions of a system design are subject to agreement as to additional costs with the Vaillant System Sales and Design Team; and
(ii) allow Vaillant not less than 5 working days to complete any Design Services, for any changes contact System Sales and Design team by Tel: 033 0123 1767, or email systemdesignuk@vaillant.com.

(l) In relation to AFC:
(i) contact the Vaillant Service Department and ensure that any Vaillant Service AFC appointments are in place and convenient; and
(ii) notify Vaillant Service Team not less than 7 working days in advance of an AFC appointment if any attended needs to re-schedule Tel: 0330 100 3540 Email: aftersales-uk@vaillant-group.com

(m) in respect of MCS accreditation, once a date has been agreed for an AFC, the customer must notify NAPIT to arrange and book their final assessment. If the attendee(s) need to re-schedule their final assessment, please contact NAPIT directly;

5. Charges and payment

5.1 The Customer shall pay Vaillant the Charges set out in the Confirmation Quote and any other Charges agreed between the parties from time to time in writing.

5.2 Payment of Charges for the Regulated Courses, Services and Membership is due within 30 days of Confirmation Quote.

5.3 Charges for AFC is payable at the time of booking. There are no charges for Unregulated Courses.

5.4 Time for payment shall be of the essence of this Agreement.

5.5 The charges payable under this Agreement are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums, where applicable.

5.6 Without affecting any other right or remedy available to it, Vaillant may suspend the supply of Services under the Agreement or any other contract between the Customer and Vaillant, if the Customer fails to pay any amount due under the Agreement on the due date for payment.

5.7 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.8 The Customer understands and accepts that in relation to any Regulated Courses, the costs levied by the Awarding Bodies and any other third parties that support the provision of the Services, and these Charges are not made by Vaillant but are collected by Vaillant on behalf of the Awarding Bodies and third parties. For the avoidance of doubt, no refunds of the Charges for any Regulated Courses will be provided by Vaillant at any time for termination of this Agreement for any reason.

5.9 Notwithstanding clause 5.7, if Customer wishes to replace one attendee with another at any time after this Agreement comes in to force, Vaillant will use reasonable endeavours to engage with the Awarding Bodies and third parties in relation to requesting a transfer of any Charges paid by the Customer for unused parts of the Services to the new attendee. For the avoidance of doubt, the Customer will be required to pay again for any part of the Services already consumed by the replaced attendee. Vaillant shall not be liable for any failure to procure the agreement of the Awarding Bodies or third parties to a transfer of Charges to a new attendee.

6. Data protection

6.1 Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This Clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the UK Data Protection Legislation.

6.2 The parties acknowledge that for the purposes of the UK Data Protection Legislation, the parties are each a Controller of the Customer’s Personal Data and attendees Personal Data, and in relation to Vaillant Personal Data, Vaillant is Controller and the Customer is Processor.

6.3 Without prejudice to the generality of Clause 6.1, each party shall, in relation to any Personal Data processed during performance and receipt of the Services under this Agreement:

(a) process that Personal Data in accordance with Applicable Laws;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside the UK without the prior written consent of a Controller of that Personal Data.

7. Limitation of liability

7.1 Nothing in the Agreement limits or excludes any liability of the parties which cannot legally be limited or excluded, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.2 Subject to Clause 7.1 and 7.3, Vaillant's total aggregate liability to the Customer 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 total sum paid by the Customer to Vaillant the under this Agreement during the 12 months leading up to the breach in question.

7.3 Subject to Clause 7.1, Vaillant’s liability under the Agreement shall exclude the following types of loss:

(i) Loss of income or profits

(ii) Loss of sales or business.

(iii) Loss of agreements or contracts.

(iv) Loss of anticipated savings.

(v) Loss of use or corruption of software, data or information.

(vi) Loss of or damage to goodwill.

(vii) Indirect, special or consequential loss.

7.4 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

7.5 Vaillant does not warrant the accuracy or completeness of the Services or Vaillant Materials.

7.6 Industry requirements, standards and certifications, products, and Applicable Law (“Mandatory Compliance”) change from time to time and the Customer acknowledges that Vaillant has no control over this and is therefore not liable to Customer or its attendees for their Mandatory Compliance.

7.7 Vaillant will have no liability to the Customer or the Customer’s attendees for the decisions, delays or other acts or omissions of any Awarding Body or other third party that may affect the ability of Vaillant to deliver or continue to deliver, or the Customer or its attendees to complete or continue with, the Services.

8. Term and Termination

8.1 The Agreement shall be for a period of 6 months from the Services Start Date, or such extended period as Vaillant, in its sole discretion, permits in writing due to extenuating circumstances of the Customer or Customer attendee(s), unless terminated earlier in accordance with the remaining terms of this Clause 8.

8.2 Vaillant shall be entitled to terminate this Agreement immediately in the following circumstances:

(a) where the Customer, or any attendee of the Customer, in Vaillant’s reasonable opinion, fails to comply with Clause 4;

(b) where the Customer, or any attendee of the Customer, breaches the license terms in Clause 9.2; or

(c) the Customer or any attendee of the Customer has provided false or misleading information to Vaillant at any time.

8.3 Subject to Clause 5.7, the Customer shall be entitled to terminate this Agreement at any time by serving notice in writing to Vaillant in accordance with clause 11.

8.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any other term of this Agreement which breach is irremediable or, if such breach is remediable, the breaching party fails to remedy that breach within a period of 30 days after being notified by the non-breaching party to do so;

(b) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to 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;

(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 12.1(c) to Clause 12.1(i) (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

8.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

8.6 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

8.7 On termination for any reason:

(a) all rights granted to the Customer under the licence in Clause 9.2 shall cease, except that where the termination is not for breach by the Customer, or the Customer’s attendees, the Customer shall be entitled to retain the Vaillant Materials subject to the continued compliance with the license terms;

(b) due to all Charges being levied by the Awarding Bodies, Vaillant shall not be liable for any refund of pre-paid Charges on termination of this Agreement for any reason; and

(c) the Customer shall immediately destroy or return to Vaillant (at Vaillant’s option) all copies of the Vaillant IP then in its possession, custody or control and, in the case of destruction, certify to Vaillant that it has done so.

8.8 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement including Clause 1, Clause 6, Clause 7, Clause 8, Clause 9, Clause 10, Clause 11, and Schedules 1 & 2 shall remain in full force and effect.

9. Intellectual Property Rights

9.1 All intellectual property rights in Vaillant’s Materials shall remain vested in Vaillant. To the extent that any such rights vest in the Customer by law, the Customer shall execute all documents and do all acts as may, in the reasonable opinion of Vaillant be necessary to ensure that such rights are assigned to Vaillant.

9.2 Vaillant hereby grants to the Customer a revocable, royalty free, non-exclusive, non-transferrable, non-sublicensable license, subject to the license restrictions in this Clause 9.2, to use the Vaillant Materials (including Vaillant IP) for the Term of this Agreement and thereafter provided that the Customer shall not and shall procure that its attendees shall not;

(a) make copies of the Vaillant Materials using any method, device or format;

(b) alter, modify or adapt the Vaillant Materials or use them for any purpose other than as anticipated by this Agreement for the receipt of the Services;

(c) share the Vaillant Materials with any third parties (in particular Vaillant’s competitors); and

(d) use the Vaillant Materials to enable the Customer to provide its own training services.

9.3 The Customer hereby assigns to Vaillant all existing and future intellectual property rights (including, without limitation, patents, copyright, and related rights) and inventions arising from the Services. The Customer agrees to promptly execute all documents and do all acts as may, in the opinion of Vaillant, be necessary to give effect to this Clause 9.3.

10. Additional Terms

10.1 For membership of an Awarding Body and for certain stages of the training pathways, you will be subject to Additional Terms for the services provided by Vaillant or its third-party providers (as set out in Schedule 2). These Additional Terms are subject to change from time to time and it is your responsibility to check the terms at the date of undertaking that stage of your pathway for any changes.

11. Notices

11.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

(a) delivered by hand, same day courier, or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) in the case of notices to Vaillant, by email to legalnoticesUK@Vaillant-Group.com.

11.2 Any notice shall be deemed to have been received:

(a) if delivered by hand or same day courier, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

(c) if sent by email, at the time of transmission or if transmission is after Business Hours or on a day other than a Business Day then the next Business Day after transmission.

11.3 This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this Clause, "writing" shall not include e-mail.

11.4 In relation to all notices served on Vaillant, regardless of the method of service, a copy must always be sent by email at the time of service to legalnoticesUK@vaillant-group.com.

12. General

12.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) Vaillant may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

12.3 Confidentiality

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.3(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, subcontractors or professional advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 12.3

(d) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.

12.4 Entire agreement

(a) The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

12.5 Variation. Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of the Agreement 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 12.7 shall not affect the validity and enforceability of the rest of the Agreement.

12.8 Electronic Signature and Delivery

(a) Each party agrees that this Agreement and any other documents to be delivered in connection with it may be electronically signed, and that any electronic signatures appearing on this Agreement, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

(b) This Agreement and related documents entered into in connection with this Agreement are deemed signed when a party’s signature is delivered electronically.

12.9 Third Party Rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

12.10 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

SCHEDULE 2 - ADDITIONAL TERMS

The Additional Terms are set out below but please check these links again or request additional terms and conditions prior to commencing the relevant stage of the pathway, all terms and conditions listed are subject to change by the relevant organisation:

1. Vaillant Appliance Function Check Terms and Conditions: available upon request

2. Vaillant Design Services Terms and Conditions: available upon request

3. NAPIT terms and conditions: Terms and Conditions - NAPIT

4. MCS terms and conditions: MCS Installation Database - Terms & Conditions (microgenerationcertification.org)

5. LCL Awards terms and conditions: LCL Awards - Terms of use

6. Cert-ain terms and conditions: oftec_scheme_rules.pdf (cert-ain.com)

7. Ofgem terms and conditions: Terms and conditions for the Boiler Upgrade Scheme Property Owner Consent Portal | Ofgem