Terms and Conditions of Business
SPARKZ ELECTRIC LTD
COMMERCIAL, INDUSTRIAL & ENGINEERING
TERMS & CONDITIONS OF BUSINESS
England & Wales
Revision: September 2026
Effective Date: September 2026
IMPORTANT NOTICE
These Terms & Conditions form a legally binding agreement between Sparkz Electric Ltd (the “Contractor”) and the Client when they are incorporated into the relevant Contract.
By instructing, accepting, authorising, requesting, booking, issuing a purchase order, paying a deposit, permitting attendance, allowing commencement of Works or otherwise accepting a quotation or proposal which incorporates these Terms, the Client confirms acceptance of these Terms & Conditions.
Acceptance may occur in writing, electronically, by email, WhatsApp, purchase order, text message, deposit payment or conduct, subject always to applicable law and any separately executed written agreement.
These Terms are intended primarily for commercial, industrial, EC&I, electrical contracting, inspection and testing, commissioning, project engineering, technical support and engineering consultancy services undertaken by Sparkz Electric Ltd.
These Terms apply to Contracts entered into on or after the Effective Date where they are incorporated into the relevant Contract. They do not retrospectively amend or replace the terms applicable to Contracts entered into before that date.
These Terms are intended primarily for Clients acting wholly or mainly for purposes relating to their trade, business, craft or profession. Where the Client is legally a consumer, nothing in these Terms shall exclude, restrict or prejudice any statutory right or protection which cannot lawfully be excluded or restricted.
1. DEFINITIONS
1.1 “Contractor” means Sparkz Electric Ltd, including its employees, operatives, subcontractors, consultants and authorised representatives acting within the scope of their authority.
1.2 “Client” means the individual, company, landlord, managing agent, developer, principal contractor, business, partnership, trust, housing provider, public body or representative instructing the Works.
1.3 “Works” means the electrical works, testing, inspection, engineering, project engineering, technical support, fault finding, commissioning, remedial works, maintenance, certification, attendance, consultancy and associated services expressly included within the agreed scope.
1.4 “Site” means any property, premises, installation, land, building, structure or location where the Works are undertaken.
1.5 “Practical Completion” means the point at which the Works are substantially complete and capable of their intended use, notwithstanding minor defects or omissions that do not materially prevent such use.
1.6 “Variation” means any alteration, omission, substitution, acceleration, addition, redesign, delay, suspension or other change to the original agreed scope.
1.7 “Contract Sum” means the total price or fee payable to the Contractor for the agreed scope, excluding any later Variations unless expressly stated otherwise.
1.8 “Design Authority” means the person or organisation formally responsible for the relevant element of design or for authorising changes to that design.
2. FORMATION OF CONTRACT
2.1 A legally binding Contract may arise upon written acceptance of a quotation or proposal, instruction to proceed, issue of a purchase order, deposit payment, Site attendance following instruction, commencement of the Works, or acceptance by conduct, provided these Terms have been incorporated into the relevant Contract.
2.2 Unless expressly agreed otherwise in writing by a Director of the Contractor, the Contractor enters into Contracts on these Terms.
2.3 Any proposed alternative or additional terms contained within a purchase order, subcontract, appointment, framework agreement, portal, Client documentation or other communication shall not be accepted by the Contractor merely by receipt, acknowledgement, commencement or continued performance of the Works.
2.4 Any departure from these Terms, assumption of additional professional or design responsibility, collateral warranty, indemnity or alternative limitation of liability must be expressly accepted in writing by a Director of the Contractor.
2.5 Where the parties execute a separate written agreement which expressly provides that its terms take precedence over these Terms, that agreement shall prevail to the extent of the identified conflict.
2.6 The Client warrants that the person instructing the Contractor possesses authority to do so on behalf of the Client.
3. STATUTORY COMPLIANCE
3.1 The Contractor shall carry out the Works in accordance with legislation, regulations and standards applicable to the agreed scope at the relevant time, including where applicable BS 7671, the Electricity at Work Regulations 1989, the Health and Safety at Work etc. Act 1974, Building Regulations, the Electricity Safety, Quality and Continuity Regulations 2002 and other applicable statutory requirements.
3.2 Where the Client is acting in the course of a business, the Supply of Goods and Services Act 1982 may apply where relevant. Where the Client is legally a consumer, applicable consumer legislation shall apply and nothing in these Terms shall restrict rights which cannot lawfully be restricted.
3.3 The Contractor shall not be responsible for changes to legislation, regulations or standards occurring after completion of the relevant Works, except where the Contractor is separately instructed to review or update the Works.
4. QUOTATIONS & ESTIMATES
4.1 Quotations remain valid for 30 calendar days unless otherwise stated.
4.2 Estimates are indicative only and shall not constitute fixed-price offers.
4.3 Quotations and estimates are based on visible conditions and information reasonably available at the time of pricing.
4.4 Unless expressly included, quotations exclude structural works, joinery, scaffolding, flooring works, specialist access equipment, decoration, builder’s works, asbestos removal, utility upgrades, network operator charges, parking or congestion charges, out-of-hours working, temporary power supplies and making good beyond reasonable electrical disturbance areas.
4.5 The Contractor may revise pricing where Site conditions differ materially, hidden defects are discovered, existing installations are unsafe or non-compliant, scope changes occur, material or labour costs materially increase, or delays arise outside the Contractor’s reasonable control.
5. VARIATIONS
5.1 Any work outside the original agreed scope shall constitute a Variation.
5.2 Variations shall be chargeable in addition to the Contract Sum.
5.3 Variations may arise from Client instruction, existing installation defects, regulatory requirements, manufacturer requirements, Site conditions, third-party interference, design development or changes to programme or access.
5.4 Where reasonably practicable, the Contractor shall seek agreement to material Variations before proceeding. The Contractor may suspend the affected element pending clarification or agreement.
5.5 Emergency safety works may proceed without prior approval where reasonably necessary to remove or reduce immediate danger, subject to applicable law.
6. PAYMENT TERMS
6.1 Unless otherwise agreed in writing, commercial invoices are due within 7 calendar days of invoice date. Testing, certification, engineering and consultancy fees are payable in accordance with the quotation, proposal, appointment or invoice.
6.2 Time for payment shall be of the essence to the extent permitted by law.
6.3 The Contractor may require deposits, interim valuations, stage payments, advance material payments or other reasonable payment arrangements.
6.4 Subject to any mandatory statutory notice requirements applicable to the Contract, failure to make payment when properly due shall entitle the Contractor to suspend performance, withdraw labour and exercise any other contractual or statutory remedies available to it. Where legislation requires notice before suspension, the Contractor shall provide the notice required by law. Nothing in this Clause prevents the Contractor from immediately ceasing or suspending activities where reasonably necessary for health, safety, electrical safety or statutory compliance.
6.5 For qualifying business-to-business debts, the Contractor reserves all rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest and compensation where applicable. Where the parties have expressly agreed a contractual interest provision, it shall apply only to the extent lawful and effective.
6.6 The Client shall reimburse reasonable and recoverable debt-recovery and enforcement costs to the extent permitted by contract and law.
7. RETENTION OF TITLE
7.1 Legal and beneficial ownership of goods supplied by the Contractor shall remain vested in the Contractor until all sums properly due in respect of those goods have been paid in full, to the extent that title is capable of being retained after delivery or installation.
7.2 Risk in goods shall pass upon delivery to Site unless otherwise agreed.
7.3 Until ownership transfers, the Client shall, where reasonably practicable, keep unpaid goods identifiable and maintain them in satisfactory condition.
7.4 The Contractor may recover unpaid goods only where it has a lawful right to do so and may enter premises for that purpose only with lawful authority or permission.
8. CERTIFICATION & DOCUMENTATION
8.1 Subject to any mandatory legal, regulatory or certification-scheme requirement, contractual reports, drawings, schematics, commissioning records, calculations, O&M information and other deliverables may be withheld pending payment where the relevant Contract makes payment a condition of release.
8.2 The Contractor shall not withhold or fail to submit any certificate, notification or document where law, regulation, an applicable certification scheme or other mandatory obligation requires issue, submission or provision irrespective of payment.
8.3 Certification, reports and documentation apply only to the Works and matters within the agreed scope.
8.4 Inspection and testing records represent the condition and matters reasonably ascertainable at the time and within the limitations stated in the relevant report or certificate.
9. EXISTING INSTALLATIONS
9.1 No warranty is provided in respect of existing installations or third-party work not installed by the Contractor, except to the extent expressly included within an agreed inspection, testing or remedial scope.
9.2 The Client acknowledges that alteration, testing or commissioning may expose latent defects, deterioration or unsafe conditions.
9.3 The Contractor may isolate unsafe circuits, refuse energisation, suspend affected activities or disconnect dangerous equipment where reasonably necessary for safety or compliance.
9.4 The Contractor shall not be responsible for deterioration, hidden defects, historic non-compliance, rodent damage, moisture ingress or third-party interference except to the extent caused or materially worsened by the Contractor’s breach of duty.
10. ACCESS & SITE CONDITIONS
10.1 The Client shall provide safe and timely access, adequate lighting, suitable working conditions, welfare facilities where legally required, clear working areas and information reasonably required for the Works.
10.2 Restricted access, permit delays, occupied areas, inductions, escorts, excessive movement of equipment or other Site constraints may result in additional time and cost where outside the Contractor’s agreed allowance.
10.3 Abortive visits caused by matters outside the Contractor’s reasonable control shall be chargeable where provided for in the quotation or otherwise reasonably incurred.
10.4 Programme dates are estimates unless expressly stated to be binding.
11. DAMAGE & MAKING GOOD
11.1 Electrical works may require reasonable disturbance to existing finishes and building fabric.
11.2 Unless expressly included, the Contractor is not responsible for redecoration, specialist finishes, flooring replacement, cosmetic repairs, colour matching or other making good beyond the agreed scope.
11.3 The Contractor shall not be responsible for damage arising solely from pre-existing fragility, defect, deterioration or poor bonding which could not reasonably have been identified before the Works, except to the extent caused by failure to exercise reasonable care.
12. CLIENT-SUPPLIED MATERIALS
12.1 The Contractor gives no product warranty in respect of Client-supplied equipment, without affecting any responsibility the Contractor may have for its own installation work.
12.2 The Contractor may refuse to install unsafe, counterfeit, damaged, unsuitable or apparently non-compliant products.
12.3 Additional labour or attendance arising from defective, incompatible or incomplete Client-supplied equipment shall be chargeable where reasonably incurred.
13. ASBESTOS & HAZARDOUS MATERIALS
13.1 Unless expressly appointed to undertake an asbestos survey or other specialist hazardous-material assessment, the Contractor does not assume responsibility for identifying asbestos-containing or other hazardous materials.
13.2 Works may cease immediately upon discovery or reasonable suspicion of hazardous materials where continuation may create a risk.
13.3 Reasonable delay, stand-down and remobilisation costs arising from undisclosed or unforeseen hazardous materials may be chargeable.
14. HEALTH & SAFETY
14.1 The Contractor may refuse or suspend unsafe work and shall comply with applicable health and safety duties.
14.2 The Client shall disclose known hazards relevant to the Works, including asbestos, structural instability, water ingress, hazardous substances, live services and other Site-specific risks.
14.3 Nothing in these Terms transfers or removes any statutory health and safety duty imposed on a party by law.
15. WARRANTIES
15.1 Subject to full payment and unless otherwise stated, the Contractor warrants its workmanship for 12 months from Practical Completion.
15.2 Manufacturer warranties remain subject to the relevant manufacturer’s terms.
15.3 The workmanship warranty shall not apply to the extent that a defect, failure or loss arises from third-party alteration, misuse, overloading, damage, failure to follow operating or maintenance requirements, failure or refusal to undertake remedial works or corrective actions reasonably recommended by the Contractor, or any matter outside the Contractor’s agreed scope.
15.4 The workmanship warranty excludes consumables, lamps, batteries, fair wear and tear, corrosion and environmental deterioration unless caused by defective workmanship.
15.5 Nothing in this Clause limits any right or liability which cannot lawfully be limited.
16. LIMITATION OF LIABILITY
16.1 Nothing in these Terms excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or restricted.
16.2 Subject to Clause 16.1 and to the extent permitted by law, the Contractor’s total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Contract Sum or £1,000,000, whichever is lower.
16.3 Subject to Clause 16.1 and to the extent permitted by law, the Contractor shall not be liable for indirect or consequential loss, or for loss of profit, revenue, business, production, anticipated savings, opportunity, data or business interruption, except to the extent such exclusion is ineffective under applicable law.
16.4 Subject to the Contractor having exercised the applicable standard of care, the Contractor shall not be responsible for losses caused by existing installation defects, utility failures, third-party works, manufacturer defects, network interruptions or inaccurate information supplied by others.
16.5 In respect of professional, engineering, project engineering, consultancy, inspection, testing or commissioning services, the Contractor’s duty shall be to exercise the reasonable skill and care ordinarily expected of an appropriately competent professional providing services of the same nature and scope. No fitness-for-purpose obligation, guarantee of outcome, absolute obligation or higher duty shall apply unless expressly accepted in writing by a Director of the Contractor.
16.6 No report, certificate, drawing, calculation, technical opinion, inspection record, commissioning record or other professional deliverable may be relied upon by any person other than the Client for the purpose for which it was prepared without the Contractor’s prior written consent, except where a statutory or certification regime provides otherwise.
16.7 The issue, review or signature of any certificate, inspection record, ITP, commissioning record, technical submission or other project documentation shall not, of itself, increase the Contractor’s liability beyond the agreed scope of services or applicable contractual standard of care.
16.8 Each limitation or exclusion in this Clause is intended to operate separately and shall be subject to any applicable requirement of reasonableness or other mandatory rule of law.
17. INSURANCE
17.1 The Contractor shall maintain insurance appropriate to the nature of the Works, which may include Public Liability, Employers’ Liability and Professional Indemnity insurance where applicable to the services being provided.
17.2 Evidence of relevant insurance shall be made available upon reasonable request, subject to commercially sensitive information and policy terms.
17.3 No provision of these Terms shall be interpreted as increasing the Contractor’s liability to the amount of any insurance cover unless expressly agreed in writing.
18. INTELLECTUAL PROPERTY
18.1 Unless otherwise agreed, copyright and other intellectual property rights in drawings, calculations, schematics, specifications, reports, templates and documentation created by the Contractor remain with the Contractor.
18.2 Upon payment of all sums properly due, the Client is granted a non-exclusive licence to use Contractor-created deliverables solely for the project and purpose for which they were prepared.
18.3 The Client shall not materially alter, reuse on another project, sell or distribute Contractor-created professional deliverables for another purpose without prior written consent.
18.4 Third-party intellectual property remains subject to the rights and restrictions of its owner.
19. PHOTOGRAPHS & RECORDS
19.1 The Contractor may create photographs, videos, test records and other records of existing conditions, defects, work progress and completed installations for evidential, insurance, certification, training, quality, contractual and legal purposes.
19.2 Any use of images for marketing shall be appropriately anonymised unless the Client has consented to identification, and shall be subject to applicable data-protection and confidentiality obligations.
20. SUBCONTRACTORS
20.1 The Contractor may appoint suitably competent subcontractors, consultants and specialists to perform all or part of the agreed Works.
20.2 Where the Contractor appoints a subcontractor to perform part of the Contractor’s own contractual scope, the Contractor remains responsible to the Client for that subcontracted performance, subject to these Terms.
20.3 Clause 20.2 does not make the Contractor responsible for separate contractors, designers, suppliers or specialists appointed directly by the Client or another project participant.
21. SUSPENSION & TERMINATION
21.1 The Contractor may suspend all or part of the Works where payments are overdue, unsafe conditions exist, abuse or threatening behaviour occurs, Client interference materially prevents performance, required information or access is withheld, or a material regulatory or contractual issue arises, provided that any mandatory statutory notice requirement is observed.
21.2 Where suspension is based on non-payment under a construction contract to which a statutory suspension regime applies, the Contractor shall comply with the applicable notice requirements before exercising that statutory right.
21.3 The Contractor may immediately cease an activity where reasonably necessary to prevent danger to persons, property or electrical systems or to comply with law.
21.4 Upon lawful suspension or termination, the Contractor shall be entitled to payment for Works properly completed, materials properly ordered or committed, reasonable demobilisation/remobilisation costs and other sums recoverable under the Contract or law.
22. FORCE MAJEURE
22.1 Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including severe weather, widespread illness, industrial disputes, government restrictions, utility outages, flood, fire, major supply-chain disruption or similar events, provided the affected party takes reasonable steps to mitigate the effect.
22.2 This Clause does not excuse payment of sums already properly due.
23. CLIENT INSOLVENCY
23.1 Subject to applicable insolvency and construction-payment legislation, the Contractor may suspend or terminate where the Client becomes insolvent, enters liquidation or administration, becomes bankrupt, or is otherwise unable to pay debts as they fall due.
23.2 Sums properly due for Works performed, materials supplied and other recoverable amounts shall remain payable, subject to applicable insolvency law.
24. DISPUTE RESOLUTION
24.1 The parties shall first attempt in good faith to resolve disputes through direct discussion between appropriate representatives.
24.2 Nothing in this Clause prevents either party from using adjudication where a statutory or contractual right to adjudicate applies, pursuing debt recovery, seeking urgent injunctive relief or commencing court proceedings where appropriate.
24.3 Any adjudication right arising under the Housing Grants, Construction and Regeneration Act 1996 or applicable Scheme for Construction Contracts is preserved.
25. NOTIFICATION AND LIMITATION OF CLAIMS
25.1 The Client shall notify the Contractor in writing as soon as reasonably practicable after becoming aware of any alleged defect, breach, loss or claim and shall provide reasonable details of the matter.
25.2 The Contractor shall be afforded a reasonable opportunity to inspect and, where appropriate, remedy any alleged defect for which the Contractor may be responsible before third-party remedial works are undertaken, except in an emergency or where this would not reasonably be practicable.
25.3 Any claim shall be subject to the limitation periods applicable under the laws of England and Wales. Nothing in these Terms shall operate to exclude, reduce or restrict any statutory limitation period or liability where such exclusion or restriction is prohibited by law.
26. DATA PROTECTION & CONFIDENTIALITY
26.1 The Contractor shall process personal data in accordance with applicable UK data-protection legislation.
26.2 Client and project information may be retained where reasonably required for certification, legal or regulatory compliance, insurance, accounting, warranty administration, quality assurance, dispute resolution and record keeping.
26.3 Each party shall take reasonable steps to protect confidential commercial or technical information received from the other, except where disclosure is required by law, regulation, insurers, professional advisers or for proper performance of the Contract.
27. CONSUMER RIGHTS
27.1 These Terms are intended primarily for business Clients. If the Client is legally a consumer, nothing in these Terms excludes, restricts or prejudices any statutory consumer right or remedy which cannot lawfully be excluded or restricted.
27.2 Where any provision of these Terms would be unenforceable or unfair against a consumer, that provision shall apply only to the extent lawfully permitted without affecting the remainder of the Contract.
28. NON-PAYMENT RIGHTS
28.1 Where payment is overdue, the Contractor may exercise the rights in Clauses 6 and 21, including lawful suspension, refusal of future non-contracted attendance, debt recovery and recovery of reasonable remobilisation costs, subject to any mandatory notice or payment provisions.
28.2 The Contractor may withhold contractual deliverables only in accordance with Clause 8 and shall not withhold documents or notifications which must legally or regulatorily be issued irrespective of payment.
28.3 A suspension lawfully exercised in accordance with the Contract and applicable legislation shall not constitute a breach by the Contractor.
29. COMMISSIONING & ENERGISATION
29.1 The Contractor may refuse energisation or commissioning where it reasonably considers the installation, equipment, documentation, permits, test status or Site conditions unsafe, incomplete or non-compliant within the Contractor’s agreed responsibilities.
29.2 Temporary energisation, test energisation, partial commissioning or witnessing shall not, of itself, constitute Practical Completion or acceptance of the overall installation.
29.3 Commissioning shall be subject to the agreed scope, approved procedures, required permits and prerequisites, and the limitations in Clause 33.
30. CLIENT RESPONSIBILITIES
30.1 The Client shall provide timely access, accurate information reasonably available to it, relevant drawings and specifications, necessary permits or authorisations within its control, and reasonable cooperation required for performance of the Works.
30.2 The Client shall identify known operational, process, security, hazardous-area, isolation and Site-specific constraints relevant to the Works.
30.3 The Contractor shall not be responsible for delay, rework or loss caused by materially inaccurate or incomplete Client information which the Contractor could not reasonably have identified when exercising the applicable standard of care.
31. OCCUPIED OR OPERATIONAL PREMISES
31.1 Where Works are undertaken in occupied, live or operational premises, the Client acknowledges that temporary interruptions, isolation, noise, dust, vibration, access restrictions and reasonable operational disturbance may occur.
31.2 The Contractor shall use reasonable endeavours to minimise avoidable disruption within the agreed scope but does not guarantee uninterrupted operation unless expressly agreed.
32. UNFORESEEN CONDITIONS
32.1 The Contractor shall not be responsible for hidden or unforeseeable conditions which could not reasonably have been identified before commencement, including buried services, concealed wiring or joints, structural defects, water ingress, contamination, vermin damage or undisclosed hazardous conditions.
32.2 Additional work, delay or specialist attendance reasonably arising from unforeseen conditions shall constitute a Variation where outside the agreed scope.
33. DESIGN, ENGINEERING, PROJECT ENGINEERING & CONSULTANCY SERVICES
33.1 Where the Contractor provides engineering, project engineering, commissioning, technical support, inspection, testing, witnessing, coordination, supervision, review, advisory or consultancy services, the Contractor’s duties and responsibilities shall be limited to the scope expressly agreed in writing. No duty, responsibility, authority or obligation shall arise merely by implication from the Contractor’s attendance at Site, job title, participation in meetings, receipt or review of documentation, correspondence, involvement in coordination activities or general participation in a project.
33.2 Unless expressly appointed in writing to undertake a defined element of design, the Contractor shall not be responsible for the preparation, development, verification, validation, adequacy, completeness, compliance or fitness for purpose of any design, specification, calculation, drawing, equipment selection, protection philosophy, setting, system architecture or engineering solution. Design responsibility shall remain with the party responsible for the relevant design.
33.3 The Contractor shall not be deemed to be appointed as Designer, Principal Designer, Design Authority, Lead Designer, Authorising Engineer, Authorised Person, Senior Authorised Person, Principal Contractor or other formally appointed technical, safety or statutory role unless such appointment is expressly accepted in writing by a Director of the Contractor. Any such appointment must identify the scope, authority, limitations and duration of the appointment.
33.4 The Contractor accepts no responsibility for the adequacy, accuracy, completeness or compliance of designs, specifications, drawings, calculations, schedules, surveys, technical submissions, manufacturer information or other documentation prepared or supplied by third parties, except to the extent that responsibility cannot lawfully be excluded. The Contractor may rely upon information provided by the Client and other project participants unless an error or deficiency is reasonably apparent within the Contractor’s agreed scope when exercising the applicable standard of reasonable skill and care.
33.5 Any review, comment, coordination, mark-up, acceptance, approval, inspection, witnessing or other consideration by the Contractor of a third-party design, drawing, calculation, specification, technical submission or installation shall not, of itself: (a) constitute independent verification of the design; (b) constitute adoption of the design by the Contractor; (c) transfer design responsibility to the Contractor; (d) relieve any designer, manufacturer, supplier, installer or other party of its responsibilities; or (e) extend the Contractor’s agreed scope of appointment.
33.6 The Contractor may identify technical concerns, propose options, make recommendations, suggest potential solutions, raise technical queries or provide comments without thereby assuming responsibility for the underlying design. No such comment, recommendation or proposed solution shall constitute an authorised design instruction unless expressly issued pursuant to a written appointment giving the Contractor authority and responsibility for that particular element of design.
33.7 Where the Contractor identifies an apparent discrepancy, defect, omission, conflict, non-conformance or requirement to depart from approved information, the Contractor may refer the matter to the Client, designer or appropriate Design Authority. Unless expressly appointed otherwise, responsibility for approving, rejecting or designing any resulting modification shall remain with the relevant Design Authority.
33.8 An inspection, ITP signature, witness signature, hold-point release, surveillance record, quality record, punch-list close-out or similar record completed by the Contractor shall confirm only the matter expressly stated on that document and only to the extent reasonably observable, inspected or witnessed by the Contractor. Such signature or record shall not, of itself, constitute: (a) approval of the underlying design; (b) verification of concealed or inaccessible work not inspected; (c) acceptance of work outside the recorded inspection scope; (d) confirmation of another party’s workmanship generally; (e) a guarantee of future performance; or (f) acceptance of responsibility belonging to another project participant.
33.9 No signature, initials, electronic approval, workflow action, document status change, attendance record or other administrative action by the Contractor shall, of itself, enlarge the Contractor’s contractual scope or transfer responsibility to the Contractor beyond the agreed scope and the express meaning and purpose of the relevant document. Any material assumption of additional professional or design responsibility must be expressly accepted in writing by a Director of the Contractor.
33.10 Unless the relevant construction or installation forms part of the Contractor’s expressly agreed scope, the Contractor shall not be responsible for the means, methods, sequencing, workmanship, supervision, temporary works, safety precautions or installation activities of contractors, subcontractors, manufacturers or other third parties. Observation, inspection or coordination of such work shall not, of itself, transfer responsibility for its execution to the Contractor.
33.11 Testing, commissioning, witnessing or verification undertaken by the Contractor shall be limited to the equipment, system, test activity and acceptance criteria forming part of the agreed scope. Successful completion or witnessing of a test shall not constitute a warranty as to matters outside the test scope or a guarantee of future performance, reliability or design adequacy.
33.12 The Contractor shall not assume responsibility merely through subsequent involvement for designs, decisions, installations, modifications, omissions, defects, approvals, works or events occurring before the Contractor’s appointment or outside the Contractor’s agreed involvement. Review or subsequent involvement shall not, of itself, constitute retrospective adoption or approval of such matters.
33.13 Each designer, consultant, contractor, subcontractor, manufacturer, supplier, specialist and other project participant shall remain responsible for its own design, workmanship, products, information, instructions, decisions, omissions and contractual obligations. The Contractor’s involvement shall not, of itself, relieve any such party of those responsibilities.
33.14 Unless expressly included within the agreed scope, the Contractor shall have no general obligation to undertake a comprehensive review or audit for errors, omissions, defects or non-compliances in the work, design or documentation of others. Nothing within this Clause shall prevent or relieve the Contractor from reporting matters actually identified which ought reasonably to be reported in the proper performance of the agreed services.
33.15 The Contractor may rely upon instructions issued by persons reasonably appearing to possess appropriate authority on behalf of the Client or relevant project organisation, unless the Contractor knows or ought reasonably to know otherwise.
33.16 Where the Contractor provides professional or engineering services, the Contractor shall exercise the reasonable skill and care ordinarily expected of an appropriately competent professional providing services of the same nature, scope and circumstances. No fitness-for-purpose obligation, absolute obligation, guarantee of outcome or higher standard of care shall apply unless expressly accepted in writing by a Director of the Contractor.
33.17 The Contractor shall be entitled to refer matters requiring specialist expertise, formal design authority, statutory approval or technical authority beyond its agreed appointment or competence to the appropriate competent person or organisation. Such referral shall not, of itself, constitute a failure to perform the Contractor’s services.
33.18 No meeting discussion, project workflow, drawing review, document allocation, attendance request, informal request or other communication shall, of itself, materially enlarge the Contractor’s professional responsibility or design liability. Any material extension of professional scope or assumption of additional design responsibility must be expressly agreed in writing by a Director of the Contractor, together with any associated fee, programme and insurance requirements.
33.19 The Contractor’s liability in respect of engineering, professional or consultancy services shall be subject to Clause 16 and all other applicable limitations contained within these Terms, in each case to the extent permitted by law. Nothing within this Clause excludes or restricts liability to the extent that such liability cannot lawfully be excluded or restricted.
33.20 Participation by the Contractor in technical discussions, design reviews, workshops, meetings, correspondence, technical queries, requests for information, mark-ups, comments, constructability reviews, commissioning reviews or other iterative design-development processes shall not, of itself, constitute acceptance or assumption of design responsibility. The Contractor may provide observations, technical input, recommendations, suggested solutions or comments as part of such processes without thereby becoming responsible for the underlying design or any subsequent amendment prepared or approved by others. Where another party retains responsibility or authority for the relevant design, that party shall remain responsible for reviewing, developing, verifying and approving the final design notwithstanding any contribution, comment or recommendation made by the Contractor. The Contractor shall assume responsibility for a defined element of design only where such responsibility is expressly accepted in writing by a Director of the Contractor.
34. STORAGE OF MATERIALS
34.1 Where materials are delivered to Site before installation, the Client shall provide reasonable secure storage where this forms part of the agreed Site arrangements.
34.2 The Contractor shall not be responsible for theft, loss or damage to materials stored on Site except to the extent caused by the Contractor’s negligence or breach of agreed custody obligations.
35. DELAYED OR ABANDONED PROJECTS
35.1 Where the Works are materially delayed, suspended or abandoned by the Client, the Contractor may revalue remaining Works, recover reasonable demobilisation/remobilisation costs, invoice completed stages and recover other amounts properly due.
35.2 If a delay materially affects labour availability, procurement, programme or pricing, the Contractor may propose a Variation before recommencing.
36. PRICE FLUCTUATIONS
36.1 Unless a fixed price has expressly been agreed for a stated period, the Contractor may adjust pricing where material, fuel, labour, transport, statutory or supplier costs materially increase after quotation due to circumstances outside the Contractor’s reasonable control.
36.2 Any adjustment shall be reasonable and related to the relevant increase.
37. NETWORK OPERATOR & SUPPLY ISSUES
37.1 The Contractor shall not be responsible for DNO, IDNO, National Grid, utility or network-operator delays, supply upgrades, network availability, utility interruptions or restrictions outside the Contractor’s agreed control.
37.2 Network-operator charges and third-party utility costs remain the Client’s responsibility unless expressly included in the Contract.
37.3 Nothing in this Clause excludes responsibility for the Contractor’s own failure to coordinate or perform an expressly agreed network-interface obligation with reasonable skill and care.
38. THIRD-PARTY INTERFERENCE
38.1 The Contractor shall not be responsible for defects, failures or non-compliance caused by Works being altered, extended, damaged or interfered with by third parties after the Contractor’s relevant work or certification.
38.2 Reattendance required because of third-party interference shall be chargeable where outside the Contractor’s warranty or agreed scope.
39. ELECTRONIC COMMUNICATIONS
39.1 Email, WhatsApp, electronic signatures, digital approvals, project-management platforms and other agreed electronic communications may constitute valid instructions, notices or contractual acceptance where legally effective.
39.2 A technical discussion, comment or workflow action shall not enlarge professional or design responsibility except in accordance with Clauses 2 and 33.
40. SEVERABILITY
40.1 If any provision of these Terms is held to be unlawful, invalid or unenforceable, it shall be treated as modified to the minimum extent necessary to make it lawful and effective where legally permissible, and the remaining provisions shall continue in force.
41. WAIVER
41.1 A failure or delay by either party to exercise a contractual right shall not constitute a waiver of that right. A waiver shall be effective only in respect of the specific matter for which it is given.
42. TIME EXTENSIONS
42.1 The Contractor shall be entitled to a reasonable extension of time where delay arises from Variations, late information, restricted access, Client or third-party delay, force majeure, statutory requirements, network operators, unforeseen conditions or other matters outside the Contractor’s reasonable control.
42.2 Where such delay causes demonstrable additional cost, the Contractor may recover that cost where the Contract or applicable law permits.
43. TESTING LIMITATIONS
43.1 Testing may require temporary disconnection, isolation, operation or energisation of circuits and equipment.
43.2 The Contractor shall not be responsible for failure of existing equipment during properly conducted testing where the failure arises from a pre-existing defect or deterioration which could not reasonably have been identified beforehand.
43.3 Inspection and testing are subject to the stated extent, limitations, access and agreed methodology. No inspection or test shall be treated as confirming matters outside its scope.
44. FIRE STOPPING & PENETRATIONS
44.1 Unless expressly included, quotations exclude specialist passive fire-protection design, certification or third-party accreditation.
44.2 Basic sealing or making good around penetrations shall not be represented as certified passive fire protection unless the relevant system, installation and certification form part of the agreed scope.
45. CYBER, SMART & CONNECTED SYSTEMS
45.1 Unless expressly included within the agreed scope, the Contractor is not responsible for third-party network failures, Wi-Fi coverage, cloud-service outages, third-party applications, software updates, platform discontinuation or cybersecurity matters outside the Contractor’s control.
45.2 Where the Contractor expressly provides configuration or integration services, responsibility shall be limited to the agreed scope and applicable standard of reasonable skill and care.
46. SURVIVAL OF CLAUSES
46.1 Clauses concerning payment, liability, insurance, intellectual property, confidentiality, warranties, dispute resolution, professional responsibility and any provision which by its nature is intended to survive shall continue after completion or termination of the Contract.
47. ENTIRE AGREEMENT & CONTRACTUAL PRECEDENCE
47.1 Subject to any separately executed written agreement which expressly takes precedence, the quotation or proposal, agreed scope, these Terms and any expressly agreed Variations constitute the agreement between the parties in relation to the Works.
47.2 The Client acknowledges that it has not relied on any statement or representation not recorded in the Contract, except that nothing in this Clause excludes liability for fraud or fraudulent misrepresentation or any liability which cannot lawfully be excluded.
47.3 Unless expressly agreed otherwise in writing by a Director of the Contractor, the Contractor enters into Contracts on these Terms. Any proposed alternative or additional terms contained within a purchase order, subcontract, appointment, framework agreement or other Client documentation shall not be accepted merely by receipt, acknowledgement, commencement or continued performance of the Works.
47.4 Any agreed departure from these Terms, assumption of additional professional or design responsibility, collateral warranty, indemnity or alternative limitation of liability must be expressly accepted in writing by a Director of the Contractor. Where the parties execute a separate written agreement which expressly provides that its terms take precedence over these Terms, that agreement shall prevail to the extent of the identified conflict.
48. GOVERNING LAW & JURISDICTION
48.1 These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of England and Wales.
48.2 Subject to any mandatory statutory adjudication right or other mandatory jurisdiction, the courts of England and Wales shall have exclusive jurisdiction in relation to disputes arising out of or in connection with the Contract.
DOCUMENT CONTROL
Document: Sparkz Electric Ltd - Commercial, Industrial & Engineering Terms & Conditions of Business
Revision: 2
Revision Date: September 2026
Effective Date: 18 September 2026
Jurisdiction: England & Wales
This revision applies prospectively in accordance with the Important Notice and does not retrospectively amend earlier contracts.
Sparkz Electric Ltd
Commercial • Industrial • EC&I • Engineering
Electrical Contracting • Inspection & Testing • Commissioning • Project Engineering
NICEIC Approved Contractor • Fully Insured
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