Important Notice – Maintenance & Support Services Use Only
These Terms and Conditions govern all maintenance, servicing, inspections, remedial works, and support services provided by Solent Power Ltd to business clients. This includes one-off callouts, scheduled maintenance visits, and long-term service contracts.
By instructing Solent Power Ltd to carry out any service or maintenance work, whether under a quotation, service plan, or annual agreement, you confirm that you are acting in a business capacity and agree to be bound by these Terms in full.
Please note: These Terms do not apply to the supply and installation of new systems (including generators, UPS units, and fuel infrastructure). If you have requested or are receiving a new system installation, that engagement is governed solely by our Business Terms and Conditions, available at https://www.solentpower.co.uk/terms-and-conditions/business-to-business-terms-and-conditions/.
These Terms apply in addition to any agreed schedules, SLAs, or site-specific documentation, unless expressly stated otherwise in writing and agreed by a director of Solent Power Ltd.
1. Introduction
1.1 These Maintenance & Service Terms and Conditions (“Terms”) govern the provision of goods, services, or works by the subcontractor (“you”, “your”) to Solent Power Ltd (“we”, “us”, “our”).
1.2 By instructing us to commence work, issuing a purchase order, or accepting a quotation from us—whether verbally, by email, or in writing—you agree to be bound by these Terms in full. If you do not accept these Terms, you must not issue instructions or allow us to begin work.
1.3 These Terms apply to all orders, contracts, and instructions given to us, including but not limited to those placed by purchase order, email, phone, or verbal agreement. Any terms proposed or submitted by you are expressly rejected and shall have no legal effect unless explicitly accepted by us in writing.
1.4 You acknowledge and agree that you are acting as an independent contractor. Nothing in these Terms shall create a relationship of employer and employee, partnership, joint venture, or agency.
1.5 In the event of any inconsistency between these Terms and the content of any quotation, specification, or communication from you, these Terms shall prevail. Any deviations, variations, or amendments must be agreed in writing and signed by a duly authorised officer of Solent Power Ltd.
1.6 We reserve the exclusive right to interpret these Terms and to determine their application in any instance of ambiguity, conflict, or dispute. Our interpretation shall be final and binding.
2. Information About Us
2.1 Solent Power Ltd is registered in England and Wales under company number 12622565, with our registered office at Solent Power Ltd, Station Yard, Bowes Hill, Rowland’s Castle, PO9 6BP, England.
2.2 You may find additional information about our business and services at www.solentpower.co.uk. Specific details regarding the Services to be delivered under an order will be confirmed in writing prior to commencement.
3. Orders and Contract Formation
3.1 A binding contract between us and you is deemed to come into existence on the earlier of the following:
3.1.1 You issue a purchase order, written confirmation, or instruction for us to proceed with the Services;
3.1.2 You verbally instruct us to begin;
3.1.3 We commence delivery of the Services, including site attendance, mobilisation, or any preparatory works.
3.2 These Terms, together with your purchase order or instruction (the “Contract”), constitute the entire agreement between you and Solent Power Ltd, to the exclusion of all other terms. Any terms or conditions you propose, refer to, or attempt to impose—whether in your purchase order, correspondence, or otherwise—are expressly excluded and shall have no legal effect unless explicitly agreed in writing by us.
3.3 We reserve absolute discretion to accept, decline, or suspend any purchase order or instruction at any time. If we choose not to proceed, we will notify you within a reasonable period. No liability shall arise where we decide not to accept your order.
3.4 We further reserve the absolute right to cancel, suspend, or terminate any order or engagement, immediately and without liability, if:
3.4.1 The Services cannot be carried out in accordance with agreed specifications or health and safety requirements;
3.4.2 Timelines are missed, instructions are unclear, or variations are introduced without our approval;
3.4.3 Legal, financial, or site-specific risks arise that make continuation commercially unreasonable in our sole view.
3.5 Order Hierarchy In the event of any inconsistency between these Terms and any terms included in your quotation or other correspondence, these Terms shall prevail unless we expressly agree otherwise in writing.
4. Service Levels (SLAs)
4.1 Where a Service Level Agreement (“SLA”) is agreed in writing between the parties, we shall use reasonable efforts to meet the performance metrics outlined within the SLA.
4.2 Any SLA shall be non-binding and subject to resource availability, force majeure, and cooperation by you. Failure to meet a target or timeframe in an SLA shall not constitute a breach of these Terms unless expressly stated as a contractual obligation.
4.3 SLA performance is contingent on:
4.3.1 Timely access to site, accurate information, and full cooperation from you;
4.3.2 Your completion of weekly checks and basic maintenance obligations under Clause 4.4.6;
4.3.3 Absence of faults or conditions outside our control, including third-party interference, hazardous site conditions, or unauthorised modifications.
4.4 We reserve the right to revise, withdraw, or suspend SLA commitments at any time by written notice, particularly where safety, access, or payment breaches occur.
5. Services Obligations
5.1 We will provide the Services as set out in your order and confirmed by us in writing, which may include:
5.1.1 Scheduled maintenance of equipment;
5.1.2 Standard support during working hours;
5.1.3 Emergency response or breakdown support;
5.1.4 Optional or additional works as agreed.
5.2 All Services will be delivered in accordance with the agreed frequency and scope, as specified in writing or detailed in a supporting schedule or quotation.
5.3 We will perform the Services with reasonable care and skill, in line with accepted industry standards. Unless otherwise agreed in writing, we do not guarantee resolution within a fixed timeframe or guarantee the elimination of all faults.
5.4 Customer Obligations
You must:
5.4.1 Ensure full, safe, and uninterrupted access to all relevant sites, equipment, and utilities during agreed times;
5.4.2 Maintain appropriate environmental conditions for equipment under our care;
5.4.3 Provide all relevant information, site contacts, and documentation reasonably requested by us;
5.4.4 Ensure your staff and subcontractors cooperate with our engineers and observe all safety protocols;
5.4.5 Promptly notify us of any issue or concern likely to affect performance or safety.
5.4.6 Customer’s Maintenance Responsibilities
You are solely responsible for conducting weekly checks on all units covered under this agreement. As a minimum, your weekly checks must include:
5.4.6.1 Visual inspection of the unit for damage, leaks, or tampering;
5.4.6.2 Checking fluid levels, battery condition, fuel quantity, and indicators;
5.4.6.3 Noting and reporting any alarms, unusual sounds, or signs of wear;
5.4.6.4 Keeping records of all weekly checks and making them available to us on request.
5.5 You must accept and approve our Risk Assessments and Method Statements (RAMS) before we commence works. Where applicable, you agree to provide your own RAMS or access documentation as required for compliance with site or regulatory requirements.
5.6 You agree to maintain a safe and orderly working environment. Upon completion of works, we will leave the site tidy and free from waste. You remain responsible for general site conditions outside of our work area.
6. Excluded Services
6.1 Unless otherwise agreed in writing, the following are excluded from the scope of Services and will not be provided under the standard maintenance agreement:
6.1.1 Repairs or replacements required due to misuse, abuse, neglect, vandalism, or unauthorised interference with the equipment;
6.1.2 Issues caused by failure to perform weekly checks as set out in clause 4.3;
6.1.3 Works required as a result of failure to maintain fuel, oil, coolant, or battery levels;
6.1.4 Damage resulting from environmental factors, pests, water ingress, or corrosive exposure;
6.1.5 Faults caused by incorrect installation, third-party works, or use of unauthorised parts;
6.1.6 Equipment relocated or moved without our prior written approval;
6.1.7 Any services required outside of our agreed scope, service frequency, or working hours.
6.2 Where you request services that fall outside the scope of the standard maintenance plan—such as remedial works, emergency callouts, site inductions, out-of-hours visits, or replacement parts these will be chargeable at our prevailing hourly or fixed rates highlighted in your quote.
6.3 We reserve the right to charge additional fees where:
6.3.1 Site conditions are unsafe, inaccessible, or not as described;
6.3.2 We are delayed due to your personnel, procedures, or failure to provide access;
6.3.3 You request non-essential attendance or attendance that results in a “no fault found” report;
6.3.4 Our engineers are required to wait or return due to incomplete site preparation.
6.4 No additional or excluded works shall be carried out without your authorisation, unless emergency action is required to protect health, safety, or critical systems. Where emergency action is taken, we shall notify you promptly, and associated charges shall apply.
6.5 All additional or excluded services will be invoiced separately in accordance with the payment terms specified in your quotation or written confirmation. This may include proforma invoicing (payment in advance) or alternative terms at our discretion. Applicable rates will be outlined in your quotation or otherwise provided in writing. Where not expressly stated, our standard rates will apply. These may be updated from time to time and are available upon request.
7. Payment Terms
7.1 All Services provided under these Terms are subject to the agreed charges and payment conditions as set out in our quotation or written confirmation.
7.2 Unless otherwise agreed in writing, our standard payment terms are:
7.2.1 Proforma (Payment in Advance) for parts, materials, or remedial works;
7.2.2 30 calendar days from invoice date for approved account customers, subject to satisfactory credit checks.
7.3 All invoices must be paid in full, without deduction, counterclaim, or set-off, unless explicitly authorised in writing by Solent Power Ltd.
7.4 Late payments shall incur interest at a rate of 8% per annum above the Bank of England base rate, calculated daily and compounded monthly. An administrative charge of £75 per overdue invoice shall also apply.
7.5 We reserve the right to:
7.5.1 Suspend or withhold further Services until all outstanding amounts are settled;
7.5.2 Revoke credit terms and revert to payment in advance for future works;
7.5.3 Apply payments to the oldest outstanding invoices first, regardless of customer allocation.
7.6 All charges are exclusive of VAT unless quoted otherwise or other applicable taxes, which shall be charged in addition at the prevailing rate.
7.7 You agree that time of payment is of the essence. Failure to pay on time shall constitute a material breach of contract under Clause 10.
7.8 Suspension of Contractual Rights Upon Non-Payment. If payment is not received in accordance with these Terms, you shall immediately forfeit all contractual rights, benefits, and entitlements, including but not limited to:
7.8.1 Any service levels, SLAs, or response time guarantees;
7.8.2 Any obligation on us to attend site, perform further Services, or maintain availability;
7.8.3 Access to technical support, loan equipment, or parts supply;
7.8.4 Any agreed discounts, preferential rates, or fixed pricing terms.
7.9 Such suspension shall apply automatically and without the need for further notice. No liability shall arise for our failure or refusal to perform Services during any period of non-payment.
7.10 These entitlements may be reinstated only at our sole discretion, and subject to:
7.10.1 Full settlement of all outstanding sums (including interest and charges).
7.10.2 Confirmation in writing from an authorised representative of Solent Power Ltd.
8. Supply of Parts and Materials
8.1 Unless otherwise agreed, all parts, materials, and components required for repairs, servicing, or maintenance will be sourced by Solent Power Ltd. These items will be charged to you at the agreed rate or, where not pre-agreed, at our standard parts and materials pricing.
8.2 If, during the course of maintenance or diagnosis, equipment is found to be beyond repair or economically unviable to maintain, we may recommend replacement. Any replacement equipment must be authorised in writing by you prior to ordering. Replacement works will be quoted separately and subject to proforma payment unless otherwise agreed.
8.3 Loan Equipment Where we agree to supply temporary or loan equipment to ensure continuity of service:
8.3.1 All loaned equipment remains the exclusive property of Solent Power Ltd at all times.
8.3.2 You shall take full responsibility for the safe custody, use, and return of any loaned equipment.
8.3.3 Loan equipment must not be modified, relocated, or operated outside its intended purpose without our express written consent.
8.3.4 You must return all loaned items immediately upon request, or upon completion of the services, whichever occurs first.
8.3.5 You shall indemnify us in full for any loss, theft, or damage to loan equipment while in your possession, custody, or control, except where caused solely by our personnel. You agree to cover all repair or replacement costs arising from such damage or loss.
8.3.6 We may request a full list of loaned items held by you at any time. You agree to promptly provide an accurate and up-to-date inventory upon request.
9. Warranties and Limitations of Liability
9.1 We warrant that:
9.1.1 The Services will be performed with reasonable care, skill, and diligence by personnel appropriately qualified and experienced;
9.1.2 All parts or equipment supplied by us will be new (unless expressly agreed otherwise) and shall be covered by the manufacturer’s warranty only;
9.1.3 Any documentation or reports we produce will be prepared in good faith and based on the conditions and information available at the time.
9.2 We do not warrant that any equipment will be free from faults or that faults will be resolved permanently or within any specified timeframe. Our obligation is to use reasonable efforts to diagnose and rectify faults within the agreed scope.
9.3 Exclusion of Liability We accept no liability for:
9.3.1 Indirect, special, incidental, or consequential loss;
9.3.2 Loss of profit, loss of revenue, loss of data, or business interruption;
9.3.3 Failure of equipment due to conditions beyond our control, including but not limited to: poor environmental conditions, misuse, tampering, failure to carry out weekly checks, or third-party interference;
9.3.4 Any loss or damage arising from reliance on documentation or reports where full access or accurate information was not provided by you.
9.4 Warranty Enforcement and Support Where we supply equipment or materials that include a manufacturer’s warranty:
9.4.1 You are responsible for ensuring the equipment is used, maintained, and stored in accordance with the manufacturer’s instructions, including any conditions required to preserve warranty validity;
9.4.2 We accept no liability for warranty rejections resulting from misuse, environmental conditions, unauthorised modification, or failure to follow manufacturer guidance;
9.4.3 If a fault arises within the applicable manufacturer warranty period, we will provide reasonable assistance in facilitating a warranty claim on your behalf, including coordination with the manufacturer or supplier where required. Such assistance does not constitute acceptance of liability.
9.5 Limitations of Liability our total aggregate liability to you under or in connection with any order or contract shall not exceed the total value of the Charges paid by you for the specific Services giving rise to the claim.
9.6 We shall have no liability to you under these Terms until all undisputed sums due and payable by you have been received in full.
9.7 The limitations and exclusions in this clause shall survive termination or expiry of the Contract.
10. Indemnity
10.1 You agree to fully indemnify and hold harmless Solent Power Ltd, including our directors, officers, employees, agents, subcontractors, and representatives, from and against any and all claims, losses, damages, liabilities, costs, expenses, or demands (including legal and professional fees) arising directly or indirectly from:
10.1.1 Any breach of these Terms or your failure to comply with agreed responsibilities, including but not limited to failure to carry out weekly checks or provide access;
10.1.2 Any damage to property or injury to persons caused by your negligence, misconduct, or unsafe conditions at site;
10.1.3 Your use or misuse of equipment, whether under warranty or not, or your failure to comply with manufacturer instructions;
10.1.4 Any third-party claim or legal action arising out of your use or operation of equipment serviced or supplied by us, except where caused solely by our proven gross negligence.
10.2 If any claim is made against us by a third party in connection with your actions or omissions, you agree to defend us (at your own cost), or reimburse us fully for any costs we incur in defending or settling such claims.
10.3 Your obligations under this indemnity clause shall survive the termination, expiry, or suspension of the Contract and remain fully enforceable.
11. Customer Insurance Obligations
11.1 You must ensure that you have sufficient insurance cover in place to protect against any liabilities arising from the performance of your obligations under this Contract. As a minimum, you are expected to maintain appropriate policies for:
11.1.1 Public Liability Insurance to cover third-party injury or property damage;
11.1.2 Employers’ Liability Insurance (where applicable) in accordance with statutory requirements;
11.1.3 Professional Indemnity Insurance, if you are responsible for any design, specification, installation, or consultancy services;
11.1.4 Property and Equipment Insurance for any tools, vehicles, or materials used at site;
11.1.5 Cover for Loan Equipment, where applicable, up to the full replacement value.
11.2 Upon our request, you must promptly provide certificates of insurance or written confirmation from your insurer confirming adequate cover is in place. We reserve the right to delay or suspend services if satisfactory evidence is not provided.
11.3 You agree to inform us immediately of any cancellations, lapses, or material changes to your insurance cover that may affect this Contract.
11.4 If you fail to maintain suitable insurance or provide confirmation when requested, you will be held fully responsible for any losses, claims, or liabilities that would otherwise have been covered, and you agree to indemnify us accordingly.
12. Our Right to Terminate or Suspend
12.1 We reserve the absolute right, at our sole discretion, to terminate or suspend any contract or order with you, either in whole or in part, with immediate effect and without liability, if:
12.1.1 You fail to pay any invoice or agreed charges when due;
12.1.2 You breach any provision of these Terms or fail to carry out your obligations, including failure to perform required weekly checks or provide safe access;
12.1.3 Your conduct, site conditions, or failure to cooperate poses a safety risk or materially disrupts our ability to carry out our Services;
12.1.4 You become subject to insolvency proceedings, enter administration, liquidation, or are otherwise unable to meet your financial obligations;
12.1.5 In our sole judgment, the continuation of the Contract becomes commercially unreasonable, impractical, or reputationally damaging to Solent Power Ltd.
12.2 Upon termination or suspension under this clause, we shall have no liability to you other than to refund any sums paid in advance for Services not yet performed, excluding any charges relating to mobilisation, materials, or completed works.
12.3 Upon receiving notice of termination or suspension, you must:
12.3.1 Immediately cease all related activities;
12.3.2 Provide access for removal of any Solent Power property or loan equipment;
12.3.3 Return or securely destroy any Confidential Information if instructed to do so;
12.3.4 Pay all outstanding sums due for Services delivered up to the termination date.
12.4 Following termination, we may engage alternative contractors or suppliers to complete any outstanding works. You agree to fully cooperate with any such handover process, including transfer of access, documentation, or site permissions.
13. Force Majeure
13.1 Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to events, circumstances, or causes beyond its reasonable control (“Force Majeure”). This includes, but is not limited to:
13.1.1 Acts of God, storms, floods, fire, or extreme weather conditions;
13.1.2 Epidemics, pandemics, or public health emergencies;
13.1.3 War, terrorism, riot, or civil unrest;
13.1.4 Industrial action, strikes, lockouts (not involving that party’s own staff);
13.1.5 Power or utility failures, equipment breakdown, or telecommunications disruption;
13.1.6 Supplier or third-party delays outside the affected party’s control;
13.1.7 Government restrictions, laws, or emergency regulations.
13.2 If a Force Majeure Event occurs, the affected party must notify the other in writing as soon as reasonably possible, stating the nature of the event and expected impact on performance.
13.3 The affected party’s obligations will be suspended for the duration of the Force Majeure Event, and both parties will use reasonable efforts to minimise the delay or impact.
13.4 If a Force Majeure Event continues for more than thirty (30) consecutive days and, in our sole opinion, materially affects the viability of the Contract, we may terminate the affected order or agreement immediately by written notice, without any liability or obligation beyond payment for Services or goods already completed and accepted.
13.5 You agree that no compensation or damages shall be payable by us for any delay, disruption, or failure caused by a Force Majeure Event.
14. Claims and Dispute Resolution
14.1 Any claim, complaint, or dispute arising from the provision of Services under these Terms must be submitted in writing within 14 calendar days of the date on which the relevant issue occurred or was discovered. Failure to notify us within this period shall render the claim permanently and irrevocably barred.
14.2 You acknowledge and agree that Solent Power Ltd retains absolute and unilateral discretion to determine the appropriate remedy for any claim, including but not limited to repair, re-performance, partial refund, or no action. Our decision in relation to any claim or dispute shall be final, binding, and not subject to appeal.
14.3 You must continue to fulfil all contractual obligations — including scheduled checks, cooperation with ongoing Services, and payment of undisputed invoices — while any claim or dispute is under review, unless expressly released in writing by us.
14.4 You may not withhold, deduct, or set-off any sums due to Solent Power Ltd in connection with a claim or dispute unless we have confirmed such entitlement in writing.
15. Confidential Information
15.1 You must treat all information provided by or relating to Solent Power Ltd, our clients, pricing, operations, or services as strictly confidential. This includes, but is not limited to, technical data, specifications, commercial documents, methods, contacts, or internal systems.
15.2 You agree:
15.2.1 To use Confidential Information solely for the performance of your obligations under this Contract;
15.2.2 Not to disclose Confidential Information to any third party without our explicit prior written consent;
15.2.3 To ensure that any employees, agents, or subcontractors who receive Confidential Information are subject to the same duty of confidentiality.
15.3 Upon termination or completion of the Contract, or at our request, you must promptly return or securely destroy all Confidential Information in your possession and provide written confirmation of the same.
15.4 Where you process or access any personal data in connection with this Contract, you must:
15.4.1 Comply fully with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018;
15.4.2 Implement appropriate technical and organisational measures to safeguard such data;
15.4.3 Not process personal data for any purpose beyond the scope of your contractual obligations;
15.4.4 Notify us immediately if you become aware of any actual, suspected, or potential breach of data security.
15.5 No Sub-Processing Without Consent. You shall not appoint any third party to process personal data on our behalf without our prior written consent.
15.6 Your obligations under this clause shall survive termination or expiry of the Contract indefinitely.
16. Assignment and Subcontracting
16.1 You shall not assign, transfer, subcontract, or delegate any of your rights or obligations under these Terms without our prior written consent, which may be withheld at our sole discretion. Any unauthorised attempt to assign or subcontract will be deemed a material breach of contract.
16.2 You acknowledge and agree that Solent Power Ltd may assign, transfer, subcontract, or delegate any part of its rights or obligations under these Terms at any time and without notice.
16.3 If we authorise you to subcontract any aspect of the Services, you remain fully responsible and liable for the acts, omissions, and performance of any subcontractor as if they were your own. You are solely responsible for ensuring all subcontractors comply fully with these Terms and applicable laws.
17. Our Right to Amend
17.1 We reserve the absolute right to amend, update, or replace these Terms at any time to reflect changes in our operations, legal requirements, supplier arrangements, or industry practices.
17.2 We will notify you of any amendments by:
17.2.1 Publishing updated Terms on our official website; and/or
17.2.2 Sending direct written notice, including email.
17.3 Unless a later date is stated, any amendment shall take effect immediately upon notification. Your continued performance of services or acceptance of orders after notification constitutes binding acceptance of the amended Terms.
17.4 You may not amend, vary, supplement, or override these Terms without our explicit prior written approval. Any unapproved or proposed changes from you are invalid and unenforceable.
18. Governing Law
18.1 These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed exclusively by the laws of England and Wales.
18.2 You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter, or their formation.
18.3 You waive any objection to the jurisdiction of the English courts on the grounds of venue or forum non convenient, and agree not to commence proceedings in any other jurisdiction.
19. Final Interpretation
19.1 You agree and acknowledge that the interpretation of these Terms and any associated documents, obligations, or communications shall rest solely with Solent Power Ltd.
19.2 Where any ambiguity, inconsistency, or conflict arises between your understanding of the Contract and ours, our interpretation shall be final, binding, and not subject to challenge, unless otherwise determined by a court of competent jurisdiction under Clause 18.
19.3 No oral statements, negotiations, or representations shall override, vary, or supplement these Terms unless explicitly confirmed in writing by an authorised representative of Solent Power Ltd.
