INTRODUCTION

1. This page sets out the general terms and conditions (General Terms) which apply to all Services and Deliverables which we, YWE (as defined below) provide to you as our Customer which Services and Deliverables may be more specifically set out within the relevant Proposal. 
2. These General Terms explain YWE’ duties to Customer and Customer’s duties to YWE and form part of Customer’s agreement with YWE for all Services and Deliverables YWE provide Customer with. 
3. YWE’ agreement with Customer is made up of (i) any project proposal or order form issued by YWE to Customer in connection with the provision of the specific Services and Deliverables, in which these General Terms may be referenced (a Proposal); (ii) these General Terms; (iii) any other written document either issued by YWE (and expressly referring to and incorporating itself into the Agreement) or any amendments or supplements to the agreement signed and agreed in writing between the parties; and (iv) any third party terms which may be applicable to the Services and Deliverables. Together each of the above documents shall constitute and be known as the Agreement, and apply to the contract between Customer and YWE to the exclusion of any other terms that Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. When construing the meaning of the Agreement, the documents listed in clause 1.3 shall, unless otherwise set out within the Proposal, be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list. 
5. Any quotation given by YWE shall not constitute an offer, shall be subject to contract, and shall only be valid for a period of thirty (30) days from its date of issue.
6. Any order placed by Customer shall only be deemed to be accepted upon YWE’ signature of the relevant Proposal, or, in the event that no Proposal has been signed, on the date the Customer makes any Deposit payment, at which point and on which date the Agreement shall come into existence (the Commencement Date) (unless otherwise set out in the Proposal).
7. YWE may amend these General Terms from time to time. Every time you, as YWE’ customer, agree new Proposals for the provision of specific Services or Deliverables Customer should check these General Terms to ensure that Customer understand the terms which will apply to YWE’ Agreement at that time. This version 1 of these General Terms was most recently updated on 19 February 2025. Historic versions can be obtained by contacting us. 

Interpretation

1. The following definitions and rules of interpretation apply in the Agreement.
2. Definitions.
3. Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.
4. Applicable Data Protection Laws: means: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which YWE is subject, which relate to the protection of personal data; or (c) to the extent the laws of any state of the United States of America apply, both federal and state law pertaining to the protection of personally identifiable information. 
5. Agreement: has the meaning set out in clause 1.3.
6. Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force and binding upon the parties with respect to their respective obligations hereunder.
7. Business Day: a day, other than a Saturday, Sunday or public holiday in Northern Ireland or Delaware, when banks in Belfast and Dover are open for business.
8. Charges: the sums payable for the Services, as set out in the Proposal.
9. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
10. Commencement Date: has the meaning set out in clause 1.6. 
11. Customer's Equipment: any items, materials and equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services.
12. Customer's Manager: the individual identified as such in the Proposal, being the person responsible for managing the Services on behalf of the Customer.
13. Customer Materials: all intangible documents or information in any form (whether owned by the Customer or a third party), which are provided by the Customer to YWE in connection with the Services. 
14. Deliverables: all intangible documents or information provided as an output of the Services and any other documents, products and materials provided by YWE to the Customer in specific connection with the Services as specified in the Proposal (or otherwise) (excluding YWE's Equipment).
15. Fault Termination Event: means any valid and lawful termination of the Agreement prior to its natural expiry date by Supplier pursuant to clause 15.4 or by Customer pursuant to clauses 15.1 or 15.3. 
16. General Terms: has the meaning set out in clause 1.1.
17. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
18. Job: each individual work order or job, in respect of which YWE is required to provide the Services at a relevant Site. 
19. Proposal: has the meaning set out in clause 1.3. 
20. Services: the services set out in the Proposal, including services which are incidental or ancillary to such services.
21. Site: the site at which any Job is to be carried out. 
22. Supplier's Equipment: any equipment, including tools, systems, cabling or facilities, provided by YWE, its agents, subcontractors or consultants to the Customer and used directly or indirectly in the supply of the Services.
23. YWE: means either (a) YWE Installations Limited, a company incorporated in Northern Ireland (company number NI647824) whose registered address is 68-72 Office 302, Newtownards Road, Belfast, Northern Ireland, BT4 1GW; or (b) YWE Installations LLC, a Delaware corporation whose place of business is 8 The Green, Suite A, Dover, 19901, depending on the entity specified in the relevant Proposal. 
24. Clause headings shall not affect the interpretation of the Agreement.
25. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
26. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
27. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
28. The Agreement shall be binding on, and endure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
29. Unless expressly provided otherwise in the Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
30. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
31. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Supplier's responsibilities

1. YWE shall use all reasonable endeavours to:
2. provide the Services and the Deliverables in respect of any agreed Jobs accordance with the relevant Proposal and ensure that the Services and Deliverables will materially conform with the Proposal;
3. perform the Services with the reasonable skill and care;
4. observe all reasonable health and safety rules and regulations and any other reasonable security requirements (i.e. the Mandatory Policies) that apply at any of the premises of the Customer or Customer’s Client from time to time and that have been communicated to it under clause 4(f) and are attached to the relevant Proposal, provided that it shall not be liable under the Agreement if, as a result of such observation, it is in breach of any of its obligations under the Agreement, and provided further that it shall be given as much notice as reasonably possible of any change to same; 
5. treat all Customer Materials as Customer’s Confidential Information (to the extent applicable);
6. take reasonable care of any of the Customer's Equipment provided by the Customer pursuant to clause 4(e) (fair wear and tear excepted), provided that the Customer Materials shall remain Customer’s risk and responsibility at all times (including in terms of insurance responsibility); 
7. in performing its obligations under the Agreement, comply with all Applicable Laws which are specifically relevant to the YWE’s obligations (subject to the caveats in clauses 3.1(c) and 4); and 
8. not negligently or wrongfully do anything within the scope of its obligations relating to the Services on any Job that directly causes the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. 
9. YWE shall use all reasonable endeavours to meet any performance dates agreed in writing for any relevant Job but any such dates shall be estimates only and time for performance by YWE shall not be of the essence of the Agreement. Customer acknowledges that YWE’s efforts to meet such dates require the Customer to strictly adhere to any agreed payment terms and ensure all Customer obligations are fulfilled in a timely and expeditious manner. 
10. In relation to YWE's personnel, YWE shall ensure that all personnel involved in the provision of the Services have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable YWE to fulfil its obligations under the Agreement. 

 Customer's obligations

1. The Customer represents and warrants that it shall:
2. in performing its obligations under the Agreement, comply with all Applicable Laws;
3. ensure that sufficient utilities are available at the Site to facilitate the provision of the Services and the completion of any Job, including sufficient electrical connection, in a timely manner (and ahead of the start date for a Job);  
4. co-operate with YWE in all matters relating to the Services; 
5. ensure that the Customer's Manager has authority to bind the Customer on all matters relating to the Services; 
6. provide access to the Site and other facilities, in a timely manner and at no charge, as are required to deliver the Services in respect of any relevant Job (which shall be, where reasonably possible, agreed with the Customer in writing in advance) for the purposes of the Services. The Customer or the Customer’s Client may only refuse access to any of Supplier’s personnel where such personnel have materially breached any relevant term of the Agreement and otherwise have good cause. Otherwise Customer shall be required to pay for any staff time where Supplier’s staff are refused access to site; 
7. provide to YWE all Customer Material required by YWE to provide Services under the Agreement, ensuring that the Customer Material contains any information that YWE might require to complete a Job and to accurately provide a quotation of any Charges in advance, and that any such information shall be complete, accurate and not misleading in all respects; 
8. before the date on which any Job is to start, obtain and at all times, maintain during the term of the Agreement, all necessary licences and consents required under Applicable Laws in relation to the Services required for a particular Job (other than any vehicle operation licences required by YWE personnel, visas or passports), including any statutory health and safety consents, import and export consents in relation to Customer’s Equipment and shipment to site etc, and insofar as YWE is required to comply with same, ensure these are scheduled to the relevant Proposal in advance; 
9. provide the Customer's Equipment to YWE by the dates specified and in the manner required by YWE to provide Services under the Agreement (the parties acknowledging that the responsibility for providing any relevant equipment, tooling or materials for any relevant Job shall sit with Customer), and ensure that is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant standards, requirements and Applicable Law; and
10. inform YWE of all health and safety and security requirements and country or jurisdiction specific Applicable Laws that applies at the Site which YWE will require access to, ensuring these are scheduled to the Proposal. The parties acknowledge that it is YWE’s working understanding that it will not perform any design function, and that any Jobs are not subject to any specific construction legislation that would impose construction-specific duties upon YWE, including those introduced in any European country to comply with European Directive 92/57/EEC, or any similar or analogous legislation at a state or federal level, including any that would involve the procurement of any project or state-specific permits, approvals, licenses, or consents. Should any portion of the Job be determined to trigger additional construction-specific regulatory requirements, the Contractor shall have no contractual responsibility to secure, obtain, or comply with such requirements, and reserves the right to terminate the Agreement in such circumstances. 
11. If YWE's performance of its obligations under the Agreement is prevented or delayed in completion of a Job by any act or omission of the Customer or Customer’s Clients or their agents, subcontractors, consultants or employees (including any breach of the Agreement), or pursuant to clause 12 (in circumstances where YWE has already arrived in the relevant country in which the Site is based) then, without prejudice to any other right or remedy it may have, YWE shall be allowed an extension of time to perform its obligations equal to the delay caused by same, and shall also be entitled to, acting reasonably, introduce an increase to the Charge for any staff time spent for YWE staff deployed on a Job but unable to deliver the Services over that period, based on a pro-rata increase to the agreed fixed Charges relative to the increased number of days required to be spent, together with any additional out-of-pocket expenses directly incurred by YWE (which YWE shall vouch on request). YWE shall use all reasonable endeavours to notify the Customer as soon as reasonably practical of any such issues and their effect or anticipated effect on the Services.

Non-Solicitation

1. Customer shall not, without the prior written consent of YWE, at any time from the date of the Agreement to the expiry of 12 months after the termination or expiry of the Agreement, solicit or entice away from YWE or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of YWE in the provision of the Services.

 

Charges and payment

1. In consideration of the provision of the Services by YWE, Customer shall pay the Charges.
2. The Charges (or the method for calculation thereof) (as applicable) set out or provided for within the Proposal shall only be fixed with regard to the provision of the Services contemplated in that Proposal, and such fixing shall be subject to all the other terms of the Agreement (in particular on the basis that the Customer Materials provided to YWE in advance comply with clause 4.1(f) above), and to any increases to the Charges attributable to events falling outside of YWE’s reasonable control or otherwise provided for under these General Terms. Otherwise, the parties acknowledge that YWE’s fixed estimate of the Charges is intended to be inclusive of all YWE’s reasonably foreseeable costs in delivering the Services and undertaking the relevant Job to which that Proposal relates, including flights, visas, inoculations for overseas travel, subsistence and accommodation. 
3. Supplier’s personnel shall only be specifically required to work to (and any estimates shall be based upon) an eight hour working day, allowing one hour for lunch and an hour for breaks over the course of the day and to work during normal working hours in the jurisdiction in which the Site is based (and any time that the Customer requires the Supplier to specifically spend in excess of those hours or outside of them shall be chargeable at a rate to be separately agreed). 
4. The Customer shall pay each invoice which is validly due and owing under the Agreement submitted to it by YWE in instalments as specified in the relevant Proposal, and payments should be made to a bank account nominated in writing by YWE. Customer acknowledges that YWE reserve the right not to book any flights or accommodation in respect of any Job or commence any Services until the first instalment is paid, and that failure to pay the first instalment within the timeframes specified in the Proposal may result in a corresponding increase to the total Charges. 
5. If the Customer is overdue paying Supplier for any Charges owing under the Agreement YWE may suspend all or part of the Services until payment has been made in full.
6. If either party fails to make a payment which is validly due and owing to the other under the Agreement by the due date then, without limiting that party’s other rights or remedies, the party in default shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 8% a year above the Bank of England's base rate from time to time. 
7. YWE may, at any time, by giving notice to the other, set off any present and liquidated liability of Customer to YWE arising under the Agreement against any liabilities of YWE to Customer. Any exercise by YWE of its rights under this clause shall not limit or affect any other rights or remedies available to YWE under the Agreement or otherwise. 
8. All sums payable to YWE under any Proposal are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice.