Service Club Terms and Conditions

SERVICE CLUB TERMS AND CONDITIONS

1. Background

1.1 HWOS Service Club (the “Club”) is a loyalty rewards program that gives customers (“you” or “Customers”) the opportunity to earn rewards in the form of “Tokens” when making a purchase with HWOS (“we” or “us”) that may be redeemed on future purchases.

2. These Service Club Terms

2.1 These Service Club Terms supplement and (unless expressly stated otherwise) incorporate the terms and conditions set out in the General Terms and Conditions in respect of the Products to be provided by HWOS to the Customer under a Contract.

2.2 The additional definitions set out in clause 17 shall apply in these Service Club Terms. Any defined terms in the General Terms and Conditions will have the same meaning in these Service Club Terms unless stated otherwise.

2.3 By participating in the Club, Customers agree to use the Club in the manner specified in, and are bound by, these Service Club Terms. If you do not agree to these Service Club Terms in their entirety you are not authorised to register for the Club or participate in the Club in any manner. Customers may not participate in the Club where doing so would be prohibited by any applicable law or regulations.

2.4 HWOS reserves the right to cancel, modify or amend at any time these Service Club Terms. Any amendments or new terms and conditions will be available on our website and the terms and conditions on the website at the time you enter into an agreement with us or use the Club will be the ones that apply. You may terminate this Agreement if you do not wish to be bound by any such amendments but by continuing to use our website or the Club you will be deemed to have accepted the new terms.

3. The Club Levels

3.1 There are four Levels of membership in the Club: Teal, Bronze, Silver and Gold, as set out in our XP and Levels FAQs. Each Level enjoys a variety of benefits made available by HWOS in our sole discretion from time to time. Benefits may vary by Level and some Levels may have more benefits than others.

3.2 Your Level within the Club is determined by how much XP you accrue by placing orders with us throughout your membership year. You can move up through the Levels during your membership year, however your Level may go down on your anniversary of joining the Club, based on the number and value of orders you have placed with us during each membership year. The XP earning information and Level requirements are detailed in our XP and Levels FAQs.

3.3 The Club and its benefits are offered at our sole discretion. The available benefits in addition to the issuance of Tokens are set out in our Member Benefits FAQ. We may, in our discretion, cancel, modify, restrict or terminate these Service Club Terms and the Club or any aspect or feature of the Club at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to redeem accumulated rewards or benefits.

4. Eligibility and Sign Up

4.1 To participate in the Club, you must follow the sign up process via the Website. You must set up a Two-Factor Authentication to protect your account as prompted during the sign up process on the Website.

4.2 In order to sign up to the Club, the Customer must be:

(a) an authorised representative of a trade engineering company in the heating and/or plumbing sector with responsibility for purchasing decisions; and

(b) a resident of the United Kingdom, Channel Islands or the Republic of Ireland.

4.3 Participation in the Club is limited to one (1) account per company. If we identify that you hold two (2) or more accounts per company, we may merge them into one (1) account at our discretion.

4.4 For the avoidance of doubt, the merchants or companies that primarily resell Products to trade engineers are excluded from participation in the Club.

4.5 By accepting these Service Club Terms, you warrant that you have the authority to enter into this Agreement in accordance with the eligibility requirements set out in this clause 4 and have obtained all necessary approvals to do so.

5. Your Obligations

5.1 You must:

(a) observe and act in accordance with these Service Club Terms and the General Terms and Conditions;

(b) not redeem or use the Tokens, Vouchers or deal with us in any way which could be deemed to be harmful to our business or reputation;

(c) not attempt to market, reproduce, sell or re-sell the Tokens or Vouchers to any third party whatsoever;

(d) provide us with accurate information and ensure that all details that we hold about you (including your email address) are up to date and valid;

(e) use the Website in accordance with these Service Club Terms and not in any way which may affect our reputation, the reputation of the Club or the use and enjoyment of the Website or our Products by any other users or third parties; and

(f) inform us as soon as it is practicable if you become aware that someone has tried to access your account without your permission or attempted to obtain Tokens or Vouchers using your personal details.

6. Collecting Tokens

6.1 The base number of Tokens you will collect is one (1) Token for every one pound (£1) you spend on qualifying purchases from us. However, the number of Tokens collected can vary; for example, you will collect a lower number of Tokens when ordering Products including (but not limited to) oil nozzles, oil tanks and flue gas analysers. More details on Token earning rates are set out in our Tokens and Vouchers FAQs. We reserve the right to vary the number of Tokens to be earned at our discretion.

6.2 One of the benefits Club members of higher Levels receive is a Token Multiplier as set out in our Tokens and Vouchers FAQs. This Token Multiplier is only applied to the base Tokens earned relating to your monetary spend and does not apply to any bonuses, promotions, rewards or Token earnings of any other kind.

6.3 For online orders, the approximate amount of Tokens you will earn on a purchase will be displayed on the Website (subject to totalling and rounding of the final value).

6.4 For orders over the phone or via email, we are unable to provide estimated Token earnings at the time of ordering, however, Token earnings will be calculated following placement of an order.

6.5 VAT and carriage charges are excluded from Token calculations in full.

6.6 Tokens may take up to seven (7) days to be applied to your account.

7. Spending Tokens

7.1 We will not exchange Tokens for cash and Tokens can only be exchanged for:

(a) a HWOS Voucher (which may allow Customers to receive a discount on a future order equal to the value of the Voucher); or

(b) a Pre-Paid Debit Card Voucher,

(together the “Vouchers”) in predetermined denominations (for example, 500, 1,000, 2,500 Tokens) via the Website only.

7.2 We will not exchange Tokens or Vouchers for cash and all Tokens and Vouchers are non-transferrable.

7.3 The Vouchers are valid for use up to two (2) years from the date that they were created, at which point the Vouchers will be deactivated and no longer available for use. We will not issue any credit or refunds in this event.

7.4 You may use HWOS Vouchers when placing orders online via the Website, by phone or email.

7.5 You must have sufficient Tokens available to cover the entire cost of the Voucher that you wish to exchange. You cannot use Tokens to make a partial payment of points towards a Voucher or top up your Token balance with cash or credit.

7.6 We reserve the right to substitute or remove Products available for Voucher redemption in-store and/or online without notice.

7.7 Spending Vouchers may be subject to network availability in-store or online.

8. Returns

8.1 If you return a Product that was paid for in full or in part using a Voucher and the return is accepted in accordance with our General Terms and Conditions, we will return the Voucher to your account. The original Voucher expiry date will remain the same as when it was issued. No cash refund will be given in these circumstances.

9. Termination and suspension

9.1 We may take any action we consider appropriate, including suspending your account, at any time should you be in breach of these Service Club Terms or as otherwise at our discretion.

9.2 If your account remains Inactive for two (2) years, your account will be disabled and you will no longer be a member of the Club. Tokens and any other rewards or benefits will be reset to zero (0) and Vouchers will be deactivated. We will not issue any credit or refunds in this event.

9.3 If we suspend your account or access to the Website for any reason, we may refuse to provide you with any Products or the right to receive any Tokens. If you attempt to circumvent any suspension by attempting to create a new account, we reserve the right to terminate this Agreement and any existing account you may have.

9.4 We may terminate this Agreement and your account at any time if:

(a) you are in breach of the terms of this Agreement;

(b) we suspect that you are about to commit a breach of this Agreement; or

(c) you become or we suspect that you are about to become insolvent.

9.5 Upon termination, you will no longer be able to use our services or access Tokens. If, when we terminate this Agreement, you are still in possession of any Tokens which you have yet to redeem, we reserve the right to suspend your ability to redeem such Tokens.

9.6 Subject to this clause 9, any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after termination.

10. Your liability and indemnity

10.1 You agree to indemnify us for any claims or legal proceedings that may be brought against us and for any loss or damage we may suffer or incur as a result of:

(a) your breach of these Service Club Terms; or

(b) your actions in relation to us, the Club or the Website.

11. Our liability

11.1 Nothing in this Agreement limits or excludes our liability for death or personal injury arising as a result of our negligence or for fraud or fraudulent misrepresentation.

11.2 We will not be liable to you for any business, financial or economic loss or for any consequential or indirect loss, such as loss to reputation, lost bargain, lost profit, loss of anticipated savings or lost opportunity arising as a result of any services we provide to you under, or in any other way connected with, this Agreement (whether suffered or incurred as a result of our negligence or otherwise) except in the case of fraud, wilful concealment or theft.

11.3 Subject to clauses 11.1, 11.2 and 11.4 our liability to you for all losses under this Agreement is limited to the equivalent monetary value of Tokens received by you under this Agreement during the twelve (12) months preceding the event giving rise to the loss (or if the event giving rise to the loss occurs during the first twelve (12) months of the Term, the equivalent monetary value of Tokens received by you to date).

11.4 No claim may be brought against us in relation to this Agreement more than twelve (12) months following the date on which you last received a Token.

11.5 You agree that the above exclusions of liability are reasonable in all the circumstances.

12. Disclaimer

You assume full responsibility for any and all tax liabilities that may arise from any Tokens, Vouchers or other benefits offered or received by participating in the Club and agree that we shall not be held responsible for this.

13. Intellectual Property

HWOS Service Club, our logos and the content of our Website are protected by copyright, trade marks, database right and other intellectual property rights (“IP Rights”). We give no permission for the use of these IP Rights and such use may constitute an infringement of our rights.

14. Data Protection

By entering into this Agreement you also agree to our Privacy Policy which is available on our Website.

15. Queries

15.1 If you have a query in relation to the Club, including missing or incorrect Tokens or Vouchers, this must be submitted to [email protected]. We will use reasonable endeavours to respond within seven (7) Business Days.

15.2 Queries or disputes in relation to Tokens or Vouchers can only be made within sixty (60) days of the date of the transaction to which the Token or Voucher relates, otherwise you waive your right to make a dispute.

16. General

16.1 No term of this Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16.2 We may at any time assign, transfer, subcontract, delegate or deal in any other manner with any of our rights and obligations under this Agreement.

16.3 You may not assign, transfer, subcontract, delegate or deal in any other manner with any of your rights and obligations under this Agreement.

16.4 Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.

16.5 Each party acknowledges that this Agreement, including the Privacy Policy and the Tokens and Vouchers FAQs and XP and Levels FAQs, contain the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it. In particular, it is agreed that any terms and conditions or other contractual documentation maintained by you or your affiliates or which you purport to apply to the subject matter of this Agreement will not apply.

16.6 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

16.7 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

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

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

17. Definitions and interpretation

17.1 In these Service Club Terms, the following additional definitions apply:

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

General Terms and Conditions means our General Terms and Conditions from time to time, as available at www.hwos.co.uk/terms-and-conditions;

HWOS means Heating World of Spares Limited, a company registered in England & Wales (06014278); with the registered address Unit 2 Beaumont Square Durham Way South, Aycliffe Business Park, Newton Aycliffe, England, DL5 6XN;

Inactive means no Tokens or XP earned on your account for 2 consecutive years.

Products means HWOS products made available for purchase online via our Website, by telephone or by email, excluding any products that HWOS have excluded from the Club in its sole discretion;

Levels means the four Levels: Teal, Bronze, Silver and Gold as set out in our XP and Levels FAQ document; and

Website means the website at: www.hwos.co.uk.

XP means the currency that customers earn when making purchases in order to move up a Level as defined in the XP and Levels FAQs.

17.2 Clause headings shall not affect the interpretation of this agreement.

17.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

17.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

17.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

17.6 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

17.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

17.8 A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.

17.9 References to clauses are to the clauses of this agreement.

17.10 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.