Registered Installer Terms and Conditions

These Terms and Conditions set out the rules for our training and registration programme for installers of our products (Terms and Conditions). Please read it carefully before clicking “Submit” to apply for the programme. 

By clicking “Submit”, you: 

•    represent that you are a provider of installation services and not a consumer (Installer); 
•    confirm that you accept these Terms and Conditions and agree to comply with them. 

If you are not an Installer or do not agree with these Terms and Conditions, you must not join the Programme. We recommend that you print or save a copy of these Terms and Conditions for future reference.    

About us  
We are Schlüter-Systems Limited incorporated and registered in England and Wales with company number 2853384 whose registered office is at Unit 3-6 Bardon 22 Industrial Estate, Bardon Hill, Coalville, Leicestershire, LE67 1TE (Schlüter). 

Contact details: Training Department

Correspondence address:  Units 3-6 Bardon 22 Industrial Estate, Bardon Hill, Coalville, Leicestershire, LE67 1TE

Email address:  sri@schluter.co.uk

Phone number: 01530 813396


AGREED TERMS
1.    Interpretation
The following definitions and rules of interpretation apply in these Terms and Conditions.

1.1.    Definitions:

Term Definition
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Code of Conduct the code of conduct issued and updated by us from time to time, available upon request.
Installer Materials all materials, information and data supplied by you to Schlüter including names, trade marks and service marks, logos, business names and domain names for the purposes of the Programme.
Data Protection Legislation all privacy and data protection laws applicable in the United Kingdom from time to time including the UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Deliverables all documents, products and materials developed by Schlüter or its agents, subcontractors and personnel as part of or in relation to the Programme in any form, including without limitation videos, audio media, presentations, tables, data, reports, specifications, and Training Materials.
Intellectual Property Rights patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, logos, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Programme the Training, the Deliverables and the Registration provided by Schlüter to you pursuant to these Terms and Conditions.
Registered Installer Mark the mark or logo confirming the Registration and which may contain Schlüter’s name, trade mark or logo, as issued by Schlüter pursuant to clause 5.1.2.
Registered Installer has the meaning given to it in clause 5.1.1.1
Registration the status of being a Registered Installer.
Schlüter IPRs all Intellectual Property Rights subsisting in the Programme and any other Schlüter’s owned data, including but not limited to; techniques, models, processes, tools, methodologies, know-how, databases, computer programmes, software processes, formulae, algorithms, proposals, survey questionnaires, data files and other forms used in the field work which are used, created or developed in connection to the Programme.
Training has the meaning as given to it in clause 4.1.

 

1.2.    Interpretation: 

1.2.1.    A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
1.2.2.    Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3.    A reference to writing or written includes email.

2.    Commencement and term
These Terms and Conditions shall be deemed to be accepted by you on the date when you click ‘Accept’ to apply for the Programme and shall continue to be in effect until the date when your completed Training expires in accordance with clause 4.2, unless: 


•    you apply for a renew Training prior to the expiry date in which case these Terms and Conditions will continue to apply; or   
•    the Programme is terminated by either party in accordance with clause 3. 


3.    The Programme
3.1.    In consideration of your compliance with these Terms and Conditions, Schlüter will provide the Programme to you free of charge unless mutually agreed otherwise in writing. 
3.2.    Schlüter may update, suspend or terminate the Programme, or suspend or revoke your Registration or participation in the Training at any time for any reason without liability. Schlüter will where reasonably practical, give you prior written notice of such update, suspension or termination. These may include (without limitation) situations where:


3.2.1.    you breach your obligations under these Terms and Conditions including any failure to comply with Schlüter’s requirements to maintain the Registration; 
3.2.2.    you commit an act of gross negligence or fraud, are in breach of applicable laws, regulations or industry standards or your conduct otherwise brings Schlüter into disrepute; or 
3.2.3.    we no longer provide the Programme.


3.3.    You may withdraw from the Programme including the Registration by sending Schlüter no less than 14 days’ prior written notice. 
3.4.    On termination of the Programme for whatever reason:


3.4.1.    Schlüter will remove your name from its online list of Registered Installers, its websites and cease to provide any further Training or any other benefits under the Programme to you; 
3.4.2.    you shall immediately cease to use the Registration, remove any Registered Installer Mark from your websites, marketing and promotional materials or other documents, destroy and printed materials containing such Registered Installer Mark, and refrain from referencing to the Registration or using the Registered Installer Mark in the future; 
3.4.3.    any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination of these Terms and Conditions shall remain in full force and effect; and
3.4.4.    termination of these Terms and Conditions shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination.


3.5.    If the Programme is terminated or the Registration is withdrawn or revoked for any reason, these Terms and Conditions shall immediately terminate and clause 3.4 shall apply.


4.    Training 
4.1.    Schlüter may provide you with training and the relevant Deliverables on requirements, techniques, standards and best practice in respect of Schlüter’s products (Training). 
4.2.    Each completed Training will remain effective for a period of 2 years unless we specify otherwise. 
4.3.    Schlüter may, at its sole discretion, determine and update the content, timing and delivery format of the Training. 
4.4.    You must: 


4.4.1.    follow Schlüter’s application process and instructions, which are available online or otherwise provided by us from time to time, to join and complete the Training; and
4.4.2.    comply with Schlüter’s policies applicable to the Training, as well as security, health and safety and other policies, as provided by us from time to time, if attending the Training at Schlüter’s or a third party’s premises. 


4.5.    You agree that Schlüter may monitor and track your application and Training progress to establish whether you have completed the Training required for the Registration. 
4.6.    You are responsible for any costs incurred in attending the Training including any travel costs.


5.    The Registration

5.1.    Becoming a Registered Installer


5.1.1.    If you complete the Training in full and to Schlüter’s satisfactory compliance, we will: 


5.1.1.1.    provide you with a written confirmation that you are a Schlüter registered installer who has completed the Training and is qualified to work with Schlüter’s products (Registered Installer); and 


5.1.1.2.    enter your details into Schlüter's online list of Registered Installers. 


5.1.2.    Upon the award of the Registration, Schlüter may provide you with the Registered Installer Mark as amended and updated from time to time by Schlüter at its sole discretion for its use in accordance with clause 7.2.2. 
5.1.3.    The Registration is personal to you and cannot be assigned or transferred to any other third party. 


5.2.    Maintaining the Registration


To maintain the Registration, you must: 
5.2.1.    comply with Schlüter’s Code of Conduct and any other guidance and best practices applicable to its installers at all times; and
5.2.2.    attend any additional or the required Training every two (2) years (or such other timeframe as we agree in writing).


5.3.    If the Registration is suspended for any reason, 


5.3.1.    During the suspension period, you shall: 


5.3.1.1.    continue to comply with your obligations under these Terms and Conditions; and
5.3.1.2.    cease to use and remove the Registered Installer Mark from your websites, marketing and promotional materials or other documents until the suspension is lifted pursuant to clause 5.3.2.


5.3.2.    Schlüter will suspend providing you with further Training or any other benefits and remove you from our online list of Registered Installers until the reason for the suspension has been rectified and the Registration is resumed upon Schlüter’s written notice; or
5.3.3.    Schlüter gives you written notice if the Registration will be resumed or revoked.


6.    Installer's obligations
6.1.    At all times you shall:


6.1.1.    co-operate with Schlüter in all matters relating to the Programme;
6.1.2.    provide, in a timely manner, such information as Schlüter may reasonably require, and ensure that it is accurate and complete in all material respects in relation to your participation in the Programme or as an installer; 
6.1.3.    not publish the Deliverables in the public domain or otherwise distribute the Deliverables to any third party; 
6.1.4.    not use the Registration or Deliverables in a way that is illegal, or brings Schlüter into disrepute; 
6.1.5.    be solely responsible for your compliance with applicable laws, regulations or industry standards.  Nothing in these Terms and Conditions shall be deemed to relieve you from your own compliance obligations.


7.    Intellectual property
7.1.    Schlüter and its licensors shall retain ownership of all Schlüter IPRs. You and your licensors shall retain ownership of all Intellectual Property Rights in the Installer Materials.
7.2.    During the time period when the Registration remains effective and valid, and subject to your compliance with your obligations under these Terms and Conditions, Schlüter grants you with a non-transferable, non-exclusive, royalty-free, revocable licence to: 


7.2.1.    access and use the Deliverables solely for your personal benefit in order to receive and benefit from the Programme; and
7.2.2.    use the Registered Installer Mark on your websites, marketing and promotional materials or other documents, provided that you fully comply with Schlüter’s guidance and policies on using its Intellectual Property Rights including brand guidelines as updated from time to time.


7.3.    You grant Schlüter with a non-exclusive, royalty-free, irrevocable licence to use Installer Materials for the purposes of delivering the Programme, including for Schlüter to add your details to its database of Registered Installers and publicly refer to you as an Registered Installer on Schlüter’s websites, materials, records and documents.


8.    Limitation of liability
8.1.    Nothing in these Terms and Conditions shall limit or exclude either party's liability for:


8.1.1.    death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
8.1.2.    fraud or fraudulent misrepresentation; or
8.1.3.    any other liability which cannot be limited or excluded by applicable law.


8.2.    Subject to clause 8.1, Schlüter shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for:


8.2.1.    loss of profits or loss of sales or business;
8.2.2.    loss of or damage to goodwill; and
8.2.3.    any indirect or consequential loss.


8.3.    Subject to clause 8.1, Schlüter’s total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions shall be limited to [£100].
8.4.    The conditions implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.


9.    Data Protection
9.1.    Both parties will comply with all applicable requirements of the Data Protection Legislation.
9.2.    For the purposes of the Data Protection Legislation, Schlüter is the Data Controller in respect of Personal Data processed by Schlüter in the provision of the Programme (where Data Controller and Personal Data have the meanings as defined in the Data Protection Legislation). Schlüter will process such Personal Data in accordance with our privacy policy.


10.    General


10.1.    No partnership or agency. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10.2.    Assignment and other dealings


10.2.1.    You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under these Terms and Conditions without Schlüter’s prior written consent.
10.2.2.    Schlüter may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under these Terms and Conditions.


10.3.    Confidentiality


10.3.1.    Each party undertakes that it shall not at any time disclose to any person any confidential information concerning these Terms and Conditions, the Programme, business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3. 
10.3.2.    Each party may disclose the other party's confidential information:


10.3.2.1.    to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms and Conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; 
10.3.2.2.    as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
10.3.2.3.    to the extent that it is already available in the public domain.


10.3.3.    Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under these Terms and Conditions.
10.3.4.    All confidential information received by either party must be returned on the termination or completion of these Terms and Conditions.


10.4.    Entire agreement. These Terms and Conditions, the Code of Conduct and our Privacy Policy constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.


10.5.    Variation. We may update these Terms and Conditions from time to time. We will try to give you reasonable notice of any major change.


10.6.    Waiver. A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.


10.7.    Severance. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.


10.8.    Third party rights. Unless it expressly states otherwise, these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms and Conditions.


10.9.    Governing law. These Terms and Conditions, 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.


10.10.    Jurisdiction. 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 these Terms and Conditions or its subject matter or formation.