Important Notice – Applies to All Third Parties Engaged by Solent Power Ltd
These Terms and Conditions apply to all subcontractors, external engineers, consultants, and service providers engaged by Solent Power Ltd to perform works, provide services, or supply materials on our behalf.
By accepting a purchase order, instruction, work allocation, or by commencing any work for or on behalf of Solent Power Ltd, you confirm your acceptance of these Terms in full. These Terms apply regardless of whether the engagement is for one-off services, site-based support, or recurring contract work.
These Terms are issued to ensure legal compliance, protect operational integrity, and uphold the standards of workmanship, safety, and conduct expected on all Solent Power Ltd projects. Failure to comply with these Terms may result in termination of engagement, financial liability, or legal action.
If you have received these Terms and do not agree to be bound by them, you must not commence work and must notify us in writing immediately.
1. Introduction
1.1 These Subcontractor 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 accepting a purchase order or instruction from us or commencing the provision of goods, services, or works, you agree to be bound by these Terms. If you do not agree, you must not begin any work or provide any goods or services.
1.3 These Terms apply to all contracts and orders placed by us, whether communicated via email, purchase order, telephone, or verbally in person. Any terms proposed by you are expressly excluded unless explicitly agreed in writing by us.
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 If there is any inconsistency between these Terms and the purchase order or any other document, these Terms shall prevail unless expressly agreed otherwise in writing.
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 Full details of Solent Power Ltd and our business can be found on our website. Key information regarding specific orders or contracts will be provided to you in writing prior to the commencement of any goods, services, or works.
3. Orders and Contract Formation
3.1 You are deemed to have accepted these Terms upon either:
3.1.1 Your acceptance of our purchase order or written instruction from us, or
3.1.2 Commencing the provision of the goods, services, or works, whichever occurs first.
3.2 These Terms, together with our purchase order or written instructions (“the Contract”), constitute the entire agreement between us and supersede any prior negotiations or terms.
3.3 If we choose not to proceed with your offer or quotation, we will inform you within a reasonable period, and no contract will be formed. You acknowledge that we have absolute discretion to accept, reject, or withdraw any order or instruction at any stage, without incurring liability to you.
3.4 We reserve the absolute right to cancel, suspend, or terminate any order or contract immediately and without liability in circumstances including but not limited to failure to meet agreed specifications, timelines, or performance standards; unauthorised variations; breaches of health, safety, or legal requirements; or where it becomes impractical or commercially unreasonable for us to continue.
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. Performance and Obligations
4.1 Subcontractor Responsibilities You must perform all services, supply all goods, and execute all works strictly in accordance with our instructions, specifications, and standards set out in the purchase order or written instructions provided by us. You are solely responsible for ensuring you fully understand all requirements before commencing work.
4.2 Standard of Workmanship and Materials All works must be carried out with professional skill, care, and diligence, employing best industry practices. Goods and materials provided by you must be of satisfactory quality, fit for purpose, free from defects, and compliant with all relevant British Standards and applicable regulations.
4.3 Compliance with Specifications and Timelines You must complete all works within the agreed timelines specified in our purchase order or instructions. Any variations to timelines or specifications require our prior written approval. Failure to adhere strictly to agreed timelines or specifications constitutes a breach of contract, entitling us to remedies including but not limited to cancellation or termination at our sole discretion.
4.4 Health, Safety, and Regulatory Compliance You must fully comply with all applicable laws, health and safety regulations, and environmental standards. You shall prepare and provide Risk Assessments and Method Statements (RAMS) prior to starting work and ensure all your personnel are properly trained, supervised, and equipped to perform their tasks safely and effectively. We reserve the right to inspect or audit your compliance at any time and may immediately suspend or terminate the contract if any breaches or safety risks are identified.
4.5 Notification of Issues You must immediately notify us of any issues, errors, omissions, or delays likely to affect the performance, safety, cost, or timeline of the contracted services. Prompt notification does not absolve you of responsibility or liability but ensures that appropriate measures can be taken to mitigate potential impacts.
4.6 Access and Cooperation You agree to fully cooperate with our representatives, providing reasonable access to your facilities, personnel, and records to allow inspection, audits, or investigation as required by us, our customers, or regulatory bodies.
4.7 Cleanliness and Site Conduct You must ensure that all sites are left clean, safe, and free from hazards, waste, or surplus materials upon completion of works. All subcontractor personnel must adhere to high standards of professional conduct while present at our premises, customer sites, or any location where you perform contracted services.
5. Manufacturer Warranties and Liability for Supplied Equipment
5.1 Provision and Recommendation of Manufacturer Warranties – You must provide valid and enforceable manufacturer warranties for all equipment and materials supplied or installed as part of the services. Additionally, you must recommend suitable warranty terms clearly aligned with our project requirements and explicitly advise us of any specific installation, operation, or maintenance conditions required to preserve warranty validity.
5.2 Warranty Enforcement, Installation, and Environment Liability – You assume full responsibility and liability for enforcing manufacturer warranties related to the equipment or materials provided by you. You are entirely responsible for ensuring:
5.2.1 All installations strictly adhere to the manufacturer’s instructions and specifications.
5.2.2 The environment in which the equipment is installed fully complies with the manufacturer’s specified environmental conditions and requirements.
5.2.3 All aspects of the installation process, environmental conditions, and operational setup fully comply with and maintain the manufacturer’s warranty conditions.
5.3 If, at any point, you become aware of any conditions, environments, or installation practices that do not fully comply with the manufacturer’s warranty requirements, you must immediately raise your concerns with us via email prior to proceeding further. Failure to do so will constitute your acceptance of liability for any resulting warranty invalidation or related issues.
5.4 You accept complete liability for any warranty invalidation or related issues arising due to failure to comply fully with the above. Solent Power Ltd is explicitly absolved from any responsibility or liability arising from warranty claims, escalations, defects, failures, invalidated warranties, or subsequent legal disputes concerning equipment or materials supplied or installed by you.
5.5 Warranty Documentation – You must promptly provide copies of all warranty documentation to us upon request and ensure such documentation is complete, accurate, and reflects the full terms and conditions provided by the manufacturer.
6. Delays Outside of Our Control
6.1 Definition of Delay Events – Neither party shall be liable or responsible for delays or failures to perform contractual obligations caused by events or circumstances beyond reasonable control (“Delay Events”). These include, but are not limited to:
6.1.1 Acts of God, natural disasters, floods, fires, severe weather conditions.
6.1.2 Epidemics, pandemics, public health emergencies.
6.1.3 Strikes, labour disputes, industrial actions.
6.1.4 Shortages or delays from third-party suppliers or manufacturers.
6.1.5 Governmental actions, regulatory changes, embargoes, or legal restrictions.
6.1.6 Civil unrest, riots, terrorism, or war.
6.2 Notification of Delay – If you become aware that a Delay Event has occurred or is likely to occur, you must immediately notify us in writing, clearly detailing the event, its impact on performance, and the expected duration. Timely notification enables cooperative mitigation and planning.
6.3 Obligation to Mitigate Delays – In the event of a Delay Event, you agree to use your best endeavours to mitigate and minimise the impact on contractual obligations, promptly updating us on your efforts and progress.
6.4 Termination Due to Extended Delays -If a Delay Event continues for an extended period (as determined solely by us) or significantly impacts the viability of the project or order, we reserve the absolute right to terminate the contract or order immediately without incurring any liability or obligation, beyond paying for goods or services that have already been satisfactorily delivered or completed.
6.5 No Financial Compensation – We shall not be liable to compensate you financially for any delays or additional costs incurred by you resulting from Delay Events. You agree to bear all associated risks and costs in relation to such delays.
7. Payment Terms
7.1 Invoicing and Payment Schedule – You must submit clear, accurate invoices detailing goods supplied or services completed in accordance with the terms outlined in our purchase order or written instructions. Payment will be made within the terms explicitly stated on our purchase order or as otherwise agreed by us in writing.
7.2 No Offset or Withholding by Subcontractor – You are strictly prohibited from offsetting, withholding, deducting, or delaying any payments due to us under any circumstances without our prior written consent.
7.3 Our Right to Offset and Withhold Payments – We reserve the absolute right, at our sole discretion, to offset, withhold, or claw back payments due or made to you if:
7.3.1 You breach any provision of these Terms.
7.3.2 Works or goods are incomplete, defective, or fail to meet agreed specifications.
7.3.3 Required documentation, certifications, reports, manufacturer warranties, RAMS, or other agreed paperwork is incomplete, incorrect, late, or not provided at all.
7.3.4 Claims or disputes arise in relation to your performance.
7.4 Late Payment and Administrative Fees – We reserve the right to apply reasonable administrative charges, interest, or penalties for late submission of invoices or delays caused by incomplete, inaccurate, or disputed invoicing information provided by you.
7.5 Final Payment Conditions – Final payment will only be released upon our satisfaction that all contracted goods or services have been delivered or completed in full compliance with these Terms, including the provision and acceptance of all required documentation, and clearance of any outstanding issues, defects, or claims.
8. Cancellation
8.1 Our Right to Cancel – We reserve the absolute right to cancel any order or contract at any time prior to or during performance without liability or financial penalty, if:
8.1.1 You breach or fail to comply with any of these Terms.
8.1.2 You fail to commence or complete work within the agreed timelines.
8.1.3 The quality or specifications of the goods, services, or works provided by you do not meet the agreed standards.
8.1.4 Required documentation, certifications, or warranties have not been provided or are incorrect or incomplete.
8.1.5 Circumstances arise making the continuation of the order or contract commercially unreasonable or impractical for us.
8.2 Notice of Cancellation – In the event of cancellation, we will provide written notice via email specifying the reason for cancellation and the effective date.
8.3 Consequences of Cancellation – Upon receiving notice of cancellation, you must immediately cease all related activities and incur no further costs unless explicitly authorised by us. We will only be liable to pay for goods or services that have been satisfactorily completed and formally accepted by us up to the date of cancellation, excluding any costs or expenses related to incomplete or unsatisfactory work.
8.4 No Liability for Cancellation – You agree and acknowledge that upon cancellation, you shall have no claim against us for damages, loss of profit, consequential loss, or compensation beyond payment for accepted and completed goods or services, as outlined above.
9. Suspension – Ending Our Contract with You
9.1 Our Right to Suspend or Terminate – We reserve the absolute and unilateral right to immediately suspend or terminate any contract or order with you, either fully or in part, without prior notice or financial liability if:
9.1.1 You breach or fail to comply with these Terms.
9.1.2 You fail to meet agreed performance standards, timelines, or specifications.
9.1.3 Health, safety, or regulatory compliance is compromised by your actions or omissions.
9.1.4 You become insolvent, enter administration, receivership, liquidation, or bankruptcy, or are otherwise unable to meet your financial obligations.
9.1.5 There is any suspected fraud, dishonesty, or misconduct on your part.
9.2 Immediate Obligations Upon Termination – Upon receipt of a suspension or termination notice, you must immediately cease all work and secure all related equipment, materials, and documentation. You must promptly hand over to us any materials, documentation, and property belonging to us or our customers.
9.3 Notification of Suspension or Termination – We will provide you with immediate written notification (including email) of suspension or termination, specifying the reason and effective date.
9.4 Liability Upon Suspension or Termination – You acknowledge and agree that we have no liability or financial obligation to you beyond payment for services or goods that have been fully completed and accepted prior to suspension or termination. You shall have no claim against us for loss of profits, consequential losses, or any other damages arising from such suspension or termination.
9.5 Right to Appoint Alternative Providers – Following suspension or termination, we reserve the unrestricted right to immediately engage alternative providers to complete outstanding works or services, and you agree to cooperate fully with any such arrangements, including the prompt handover of all necessary documentation and materials.
10. Limitation of Liability
10.1 Maximum Liability – Our total liability to you arising out of or in connection with any order or contract under these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to the total amount payable by us for the goods, services, or works provided by you under the specific order or contract.
10.2 Exclusion of Liability – Under no circumstances shall we be liable for any indirect, consequential, incidental, special, punitive damages, loss of profits, loss of anticipated savings, loss of business opportunity, loss of data, or business interruption, irrespective of the cause, whether foreseeable or not.
10.3 Liability for Subcontractor Actions – You shall remain solely responsible and fully liable for all acts, omissions, negligence, breaches, or defaults committed by you or your personnel in performing the services or supplying goods under these Terms. You agree to indemnify and hold us harmless against all associated claims, damages, losses, or liabilities.
10.4 Acknowledgement of Risk – You acknowledge that the limitations and exclusions of liability set forth in these Terms are reasonable, reflect the allocation of risk between the parties, and are fundamental to our willingness to engage you as a subcontractor.
11. Intellectual Property Rights
11.1 Ownership of Intellectual Property – All intellectual property rights, including but not limited to designs, drawings, plans, specifications, documentation, software, methodologies, and know-how provided by us or developed specifically for or in connection with the contracted goods, services, or works, shall remain or become exclusively owned by Solent Power Ltd.
11.2 Assignment of Intellectual Property – You hereby irrevocably assign to us all rights, title, and interest in any intellectual property developed, created, or arising directly from your performance under these Terms, without any further compensation or payment beyond agreed contractual remuneration.
11.3 Restrictions on Use – You must not use, copy, disclose, distribute, or reproduce any intellectual property belonging to us for any purpose other than the performance of your obligations under these Terms, without our prior written consent.
11.4 Indemnification for IP Infringement – You agree to indemnify and hold us harmless against any claims, actions, losses, or liabilities resulting from any infringement or alleged infringement of third-party intellectual property rights caused by your actions, designs, goods, materials, or services provided under these Terms.
12. Design Indemnity
12.1 Responsibility for Design – If you undertake any design services or provide design-related advice, you acknowledge that you hold sole responsibility for ensuring the accuracy, completeness, suitability, safety, and compliance of those designs with all relevant standards, laws, and specifications.
12.2 Indemnification for Design Errors – You agree to fully indemnify and hold us harmless from and against all claims, damages, losses, liabilities, costs, or expenses arising directly or indirectly from any errors, omissions, defects, or deficiencies in designs, specifications, or other design-related deliverables provided or approved by you.
12.3 Correction of Design Issues – Should any issues arise from designs or design-related works provided by you, you shall, at your own expense and without delay, promptly correct or rectify such issues to our satisfaction. Should you fail to do so, we reserve the right to undertake necessary corrections ourselves or through third parties, and you agree to reimburse us fully for all related costs.
13. Environment, Health, and Safety
13.1 Compliance Obligations – You must strictly adhere to all applicable laws, regulations, codes of practice, and our specific requirements relating to health, safety, and environmental protection throughout the performance of your obligations under these Terms.
13.2 Risk Assessments and Method Statements (RAMS) – You must prepare, submit, and adhere to detailed Risk Assessments and Method Statements (RAMS) before beginning any works. RAMS must clearly outline identified risks, mitigation measures, safe systems of work, and contingency plans, and must receive our written approval prior to commencing any tasks.
13.3 Training and Supervision – You must ensure all your personnel are appropriately trained, qualified, and supervised to safely carry out their work, comply with RAMS, and respond effectively to any emergencies or incidents.
13.4 Incident Reporting – You must immediately report to us all health, safety, or environmental incidents, accidents, near-misses, or breaches. Following such incidents, you must provide a full written report detailing causes, corrective actions taken, and measures implemented to prevent recurrence.
13.5 Audits and Inspections – We reserve the right to audit or inspect your work, documentation, premises, or processes at any time without notice. Non-compliance identified during audits or inspections may result in immediate suspension or termination of your contract without financial liability to us.
14. Confidentiality and Data Protection
14.1 Confidential Information – You must treat as strictly confidential all information, data, trade secrets, technical specifications, documentation, know-how, customer details, pricing, financial information, or any other material provided by or relating to us, our customers, or our operations (“Confidential Information”).
14.2 Obligations of Confidentiality – You agree to:
14.2.1 Only use Confidential Information for the specific purposes of fulfilling your contractual obligations.
14.2.2 Not disclose Confidential Information to any third party without our explicit prior written consent.
14.2.3 Restrict internal access to Confidential Information to employees strictly on a need-to-know basis, ensuring such personnel are also bound by confidentiality obligations.
14.3 Data Protection Compliance – You must fully comply with all applicable data protection legislation, including but not limited to the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. You must implement robust technical and organisational measures to safeguard all personal data provided to or processed by you in performing your obligations under these Terms.
14.4 Breach Notification – You must immediately inform us in writing of any actual, suspected, or potential breach of confidentiality or data protection obligations, providing full details of the breach and actions being taken to remedy it. You agree to fully cooperate with us to mitigate any harm resulting from such breaches.
14.5 Return or Destruction of Confidential Information – Upon termination or completion of your contractual obligations, you must promptly return to us or securely destroy (at our instruction) all Confidential Information in your possession or control, providing written confirmation of the same upon our request.
15. No Assignment or Further Subcontracting
15.1 Prohibition on Assignment – You shall not assign, transfer, subcontract, or delegate any of your rights, duties, or obligations under these Terms to any third party without our explicit prior written consent.
15.2 Our Right to Withhold Consent – We retain absolute discretion to grant or withhold consent for any proposed assignment or further subcontracting by you. Any attempted assignment or subcontracting without our written consent will constitute a material breach of contract, allowing us to immediately terminate the contract without liability.
15.3 Our Rights to Assign or Subcontract – You acknowledge and agree that we may freely assign, transfer, subcontract, or delegate any or all of our rights and obligations under these Terms at our sole discretion, without notice or consent from you.
15.4 Liability for Approved Subcontractors – If we grant consent for you to subcontract any portion of the contracted works or services, you remain solely responsible and fully liable for the performance, actions, and omissions of your subcontractors as if they were your own.
16. Indemnity
16.1 Comprehensive Indemnity – You agree to fully indemnify and hold Solent Power Ltd, including our directors, officers, employees, agents, and representatives, harmless from and against any and all claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising directly or indirectly from:
16.1.1 Any breach of these Terms by you or your personnel.
16.1.2 Your acts, omissions, negligence, misconduct, or default in performing contracted services or supplying goods.
16.1.3 Any infringement of third-party rights (including intellectual property rights) arising from your activities under these Terms.
16.1.4 Injury, loss, or damage caused to any third party or property arising from your actions or omissions.
16.2 Defence of Claims – You agree, at your own expense, to promptly defend us against any claims subject to indemnification under this clause, and you shall not settle any such claim without our prior written approval.
16.3 Continuing Obligation – Your indemnification obligations will survive the termination, suspension, expiry, or cancellation of the contract or these Terms, continuing in full force and effect.
17. Insurance
17.1 Insurance Requirements – You must, at your own expense, maintain comprehensive insurance coverage throughout the duration of your contractual obligations, including but not limited to:
17.1.1 Public Liability Insurance: Minimum coverage of £5,000,000 per claim.
17.1.2 Employers’ Liability Insurance: Statutory minimum as required by UK law.
17.1.3 Professional Indemnity Insurance: Minimum coverage of £1,000,000 per claim, if applicable to your services.
17.2 Evidence of Insurance– You must promptly provide us with valid insurance certificates and policy documentation upon our request, clearly demonstrating that all required insurances are in force, valid, and adequately cover your obligations under these Terms.
17.3 Notification of Insurance Changes – You must notify us immediately if any insurance policy required under these Terms is altered, cancelled, terminated, or lapses, including details of replacement or alternative arrangements.
17.4 Liability for Insufficient Insurance – If you fail to maintain appropriate insurance coverage, you agree to indemnify and hold us fully harmless for any claims, liabilities, costs, losses, or expenses arising due to your insufficient or lack of adequate insurance.
18. Claims and Dispute Resolution
18.1 Notification of Claims – You must submit any claims or disputes arising from or relating to the contract or these Terms in writing within 14 calendar days of the event giving rise to the claim or dispute. Failure to notify us within this timeframe permanently bars and irrevocably waives your right to raise such claims or disputes.
18.2 Our Absolute Discretion – We retain absolute and unilateral discretion to determine the resolution or outcome of any claims or disputes raised by you. Our decision regarding any such dispute or claim is final, binding, and not subject to appeal or further review.
18.3 Continued Performance During Disputes – You must continue to fulfil your contractual obligations during any ongoing dispute or claim unless explicitly instructed otherwise by us in writing.
18.4 No Liability for Claims Resolution – You agree that we shall bear no liability or obligation beyond the explicit terms of any resolution determined solely at our discretion.
19. Amendments
19.1 Our Right to Amend – We reserve the absolute right to unilaterally amend, update, or modify these Terms at any time at our sole discretion.
19.2 Notification of Amendments – We will notify you of any amendments to these Terms by posting updated Terms on our official website or providing direct written communication (including email). It is your responsibility to regularly review our website and communications for any amendments.
19.3 Effective Date of Amendments– Any amendments will become immediately effective upon publication on our website or the date specified in the written notification provided by us, whichever occurs first. Your continued performance following notification of amendments constitutes acceptance of the amended Terms.
19.4 No Amendments Without Our Consent – You shall not amend, vary, or supplement these Terms without our explicit prior written approval. Any unauthorised amendments proposed by you are invalid and unenforceable.
20. Governing Law and Jurisdiction
20.1 Governing Law – These Terms, and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed exclusively by and interpreted in accordance with English law.
20.2 Exclusive Jurisdiction – You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction over any disputes or claims arising out of or relating to these Terms, their subject matter, validity, interpretation, or formation (including non-contractual disputes or claims). You hereby waive any objection to the jurisdiction or venue of these courts.
