Business Conditions of Installation

The Customer’s attention is drawn in particular to the provisions of clauses 2.2, 10 and 12.13
These Conditions shall only apply to Business Customers. Other terms apply to Consumers.


    1. The following definitions and rules of interpretation apply in these Conditions. The following terms used herein shall have the following respective meanings unless the context otherwise requires:-

      Ancillary Materials” means any additional goods, not included in the Installation Order, reasonably required for the installation including minor fittings, one-off tools, components, or consumables such as pipes, connectors, fasteners, wires, and sealants;

      “Commercially Reasonable Efforts” means taking such steps and performing in such a manner as a well-managed company (or other entity) would undertake where such entity was acting in a professional, prudent and reasonable manner to achieve the particular result for its own benefit;

      Concerned Parties” means the Customer, and where relevant given the context, any third-party onward customer pursuant to requirements of clause 2.2 (on the basis that such agreement has been obtained);

      “Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4 (including as displayed on the Watergate Admin Manager);

      Consumer” means a Customer that is an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft, or profession.

      “Customer”, “you”, “your” means the person or firm who purchases the Installation Services from Watergate;

      Disbursements” means any reasonable out-of-pocket expenses or costs incurred by Watergate on behalf of the Customer in connection with the Installation Services, including permits, inspections, delivery charges, travel costs, parking charges;

      “Group” means in relation to a Party that is a company, that company and any other company which, at the relevant time, is its Holding Company or Subsidiary, or the Subsidiary of any such Holding Company; and “Member” of a Group has a corresponding meaning;

      “Holding Company” has the meaning given to this expression by section 1159 of the Companies Act 2006;

      “Installation Contract” means the contract between Watergate and the Customer for the sale and purchase of the Installation Services in accordance with these Conditions and the Installation Order;

      “Installation Date” means the date on which the Installation Services (or any part thereof)  commence;

      Installation Engineer” means any suitably trained person (as determined by the Supplier) employed by, working for, or working on behalf of, the Supplier to provide Installation Services;

      “Installation Goods” means the relevant goods which are designated for installation in the Installation Order, plus any Ancillary Materials;

      “Installation Order” means the Customer’s order for the Installation Services, whether communicated through a standard order form, email, purchase order, or any other written communication that clearly sets out the scope of services, Installation Date, and Site Location;

      “Installation Services” means the labour, materials (including Preliminaries, Disbursements and Ancillary Materials), and expertise (or any part of them) set out in the Installation Order. Such services (that may be provided by, or on behalf of, Watergate) include site survey, system design, transportation, plumbing, electrical work, building modifications, testing, maintenance, troubleshooting, repair, configuration, commissioning;

      NDA” means any separate written and signed non-disclosure agreement that is valid and unexpired, entered into between the Parties, whether before or after the date of these Conditions;

      Parties” means Watergate and the Customer, each a “Party”;

      Preliminaries” means the provisions and requirements associated with the Installation Services, including but not limited to site access, health and safety regulations, project management, temporary works, insurances, waste disposal, and the storage of tools, equipment, and goods, and any other preliminary conditions necessary for the commencement and execution of the Installation Services;

      Safe Site” means a Site Location which is clean, dry, free of hazardous materials or conditions (including relevant and appropriate health and safety compliance);

      Site Location” means such location(s) where Installation Services will be performed;

      “Subsidiary” has the meaning given to this expression by section 1159 of the Companies Act 2006;

      User” means the user of the relevant Digital Service which may, depending on the context, be one or many of a variety of parties for example a property resident, facilities manager, or building owner;

      “Watergate” (or the “Supplier”) means Watergate AI Limited (registered in England and Wales with company number 15320638);

      Watergate Admin Manager” means a web based system to be operated by or on behalf of the Supplier for the purpose of enabling the Supplier to manage its contractual relations with its commercial partners, including customers;

      working day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business, and

    2. Unless the context otherwise requires, each reference in these Conditions to:-

      1. a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

      2. any words denoting the singular shall include the plural and vice versa; references to a gender shall include all other genders; and references to the words “include” or “including” or “for example” or “in particular” are to be construed without limitation, as illustrative, and shall not limit the sense of the words preceding those terms.

      3. “writing” or “written” includes emails. “written consent” includes any consent or approval given by Watergate or the Customer on the Watergate Admin Manager as defined in;

    3. The headings in these Conditions are for convenience only and shall not affect the interpretation hereof in any way whatsoever.

    4. Following the implementation of the Watergate Admin Manager (as will be notified to the Customer in writing) any reference in this Agreement to any authorisation, approval, consent, direction, notification, permission, request, requirement or submission of or by Watergate or the Customer shall include any such authorisation, approval, consent, direction, notification, permission, request, requirement or submission communicated on or through the Watergate Admin Manager.


    1. These Conditions apply to the Installation Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    2. If you, the Customer, are purchasing the Installation Services for, or on behalf of, a third party, you must ensure (and are solely responsible for procuring) that such third party agrees, mutatis mutandis, to all (or the provisions you, as the Party that Watergate expressly contracts with, deem relevant from) these Conditions. You may do this by incorporating these Conditions into your own terms and conditions of sale with the third party or by obtaining their express written consent to these Conditions, whether by endorsement or otherwise.

    3. A quotation for the Installation Services given by Watergate shall not constitute an offer. A quotation shall only be valid for a period of 10 working days from its date of issue.

    4. The Installation Order constitutes an offer by the Customer to purchase the Installation Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Installation Order are complete and accurate.

    5. The Installation Order shall only be deemed to be accepted when Watergate issues an “order confirmation”, at which point the Installation Contract shall come into existence.

    6. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents that is inconsistent with these Conditions.

    7. Insofar as Watergate is contractually required to contribute to the development of the design of any element of the contract works, Watergate’s responsibility for such design is confined to their design work as described in the Installation Order. Watergate does not accept responsibility for any element of the design work undertaken by third parties (other than Watergate’s servants, agents, and contractors) nor for considering or reviewing such design work for the purpose of establishing its adequacy or identifying any deficiencies in the design.

    8. Any samples, drawings, descriptive matter or advertising produced by Watergate and any descriptions or illustrations contained in Watergate’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Installation Services referred to in them. They shall not form part of the Installation Contract nor have any contractual force.

    9. The Customer grants Watergate the right to use descriptive text, photos, testimonials, and case studies that demonstrate the Installation Services for promotional and marketing purposes. Watergate agrees that the property address and the Customer’s name shall not be used in any marketing materials without obtaining written permission from the Customer.


    1. The entire scope of Installation Services (including any customer and site requirements), together with the Installation Date and the Site Location, are described in the Installation Order.

    2. Watergate reserves the right to amend the scope of the Installation Services whether before or after the acceptance of any Installation Order if required by any applicable statutory or regulatory requirements.

    3. Watergate reserves the right to amend or cancel an Installation Order if the Site Location is not a Safe Site.


    1. Unless otherwise agreed in writing between the Parties, the time for commencing and completing any Installation Order shall not be of the essence. Watergate shall not be liable to the Customer for any loss of trade or profit if Watergate, despite using Commercially Reasonable Efforts, is directly or indirectly prevented or hindered from fulfilling any Installation Order within a reasonable time, or at all, for reasons beyond its control.

    2. Unless otherwise agreed in writing between Watergate and the Customer, the Installation Order shall specify the location where the Customer shall make the Installation Goods available to Watergate prior to the Installation Date (“Pending Installation Location“). This may be:

      1. the Site Location;

      2. Watergate’s premises set out at

      3. another location agreed upon in writing.

    3. The risk of loss or damage to the Installation Goods remains with the Customer while at the Pending Installation Location. The Customer is responsible for maintaining adequate insurance coverage for the Installation Goods during this period.

    4. If Watergate is responsible for transporting the Customer’s Installation Goods from the Pending Installation Location to the Site Location (or any other agreed location), Watergate shall take reasonable care during transportation. However, the Customer remains responsible for insuring the Installation Goods against loss or damage during transit.

    5. In any event, Watergate’s liability for any loss or damage to the Installation Goods during transportation shall be limited to the amount recoverable under Watergate’s insurance policy, or if lower, the amount of the direct loss or damage suffered by the Customer.


    1. Watergate warrants that, upon completion of the Installation Services set out in the Installation Order (or the Standard Installation), the services will have been performed to a professional standard and will comply with any legal or other specification agreed with the Customer.

    2. Subject to clause 5.3, if:

      1. the Customer notifies Watergate in writing (via email to within a reasonable time of discovery and in any event three (3) months of such discovery that some or all of the Installation Services do not comply with the warranty in clause 5.1; and

      2. Watergate is given a reasonable opportunity to examine the Site Location (or relevant location), either physically on-site or remotely via a video call facilitated by the Customer (and by following Watergate’s reasonable instructions to help troubleshoot, including connecting the relevant device to the internet and registering it via the free app),

      then Watergate shall, at its option, either return promptly to the Site Location (or relevant location) to remedy the non-compliance or refund the price paid for the relevant non-compliant portion of the Installation Service.

    3. Watergate shall not be liable for the Installation Service’s failure to comply with the warranty set out in clause 5.1 in any of the following events:

      1. the Customer makes any further use of the Installation Goods after giving notice in accordance with clause 5.2;

      2. the installation defect arises because the Customer failed to follow Watergate’s oral or written instructions surrounding the installation or (if there are none) good trade practice regarding the same;

      3. the Customer alters the Installation Services provided without the written consent of Watergate; or

      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, damage by third parties, or abnormal storage or working conditions.

      5. Except as provided in this clause 5, Watergate shall have no liability to the Customer in respect of the failure of the Installation Services to comply with the warranty set out in clause 5.1.

      6. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

      7. These Conditions shall apply to any replacement Installation Services supplied by Watergate.

      8. Unless the Customer notifies Watergate that it intends to make a claim in respect of an event for which Watergate has liability under these Conditions within the notice period referred to in clause 5.2.1 above, Watergate shall have no liability for that event. 


    1. Watergate’s responsibility for the Installation Services, except as provided in clause 5, ends upon completion of the installation and:

      1. if commissioning has taken place and/or the installation can be tested, then upon successful completion of Watergate’s testing; or

      2. if no commissioning and/or testing is required, upon the Customer’s written acceptance.

    2. Watergate shall retain a lien on the installed system until Watergate has received payment in full for the Installation Services, including any interest (per clause 8) due under these Conditions.

    3. Watergate shall be entitled to claim payment for any Installation Services rendered, regardless of whether the services have been fully completed or formally accepted by the Customer, provided that such claim is made in accordance with the payment terms set out in these Conditions.


    Not used in these Conditions.


    1. The price of the Installation Services shall be the price set out in the Installation Order. If no price is quoted, the applicable prices are set out in the relevant price list on Watergate’s website in force as at the Installation Date. 

    2. Watergate may, by giving notice to the Customer at any time before the Installation Date, increase the price of the Installation Services to reflect any increase in the cost of the Installation Services that is due to:

      1. any request by the Customer to change the Installation Date, Site Location or scope of Installation Services; or

      2. any delay, additional parts or services required due to the Customer’s instructions, failure to provide adequate or accurate information, or where the installation requires connection or interaction with other parts of the Site Location (including internet connectivity, electrical systems, plumbing systems) that, despite being substantially as described, present a more challenging or complex installation than initially envisaged, provided Watergate has acted reasonably at all times.

    3. If, during the performance of the Installation Services, additional work or parts become necessary, the following shall apply:

      1. Necessary Work Identified by Watergate: Subject to clause 8.3.4, if Watergate determines that additional work or parts are reasonably necessary to complete the installation to a professional standard, Watergate shall promptly inform the Customer of the nature, estimated cost, and impact on the completion timeline. The Customer may then approve or decline the additional work in writing;

      2. Additional Work Requested by Customer: If the Customer requests additional work or parts beyond the scope of the original Installation Order, Watergate may agree to perform such work, subject to written agreement on the nature, scope, and estimated cost;

      3. On-Site Agreement: In situations where immediate action is required, and it is not practical to obtain written agreement in advance, an on-site Watergate representative and the Customer may mutually agree verbally to the additional work or parts. This agreement shall be confirmed in writing (including by email) as soon as practicable and shall serve as authorisation for Watergate to invoice for the agreed-upon amount; and

      4. Without prior notice: Watergate shall be entitled to incur up to the higher of £50 or 5% of the Installation Order value (the “Threshold Amount“) in minor additional costs without prior notice, provided they are reasonably necessary and it would be uneconomical to delay. These costs may include Ancillary Materials and Disbursements not already included in the original estimate. Watergate may invoice for such costs in due course together with a description of the work or parts and the associated costs.

    4. The estimated costs associated with Preliminaries, Disbursements, and Ancillary Materials are provided to the Customer including as part of the quotation for Installation Services. Upon completion of the Installation Order (and any additional works described above), Watergate shall notify the Customer of the final costs for Preliminaries, Disbursements, and any Ancillary Materials. Following such notification, Watergate shall invoice the Customer for any outstanding balance.

    5. The price of the Installation Services excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to Watergate at the prevailing rate, subject to the receipt of a valid VAT invoice.

    6. Watergate may invoice the Customer for the Installation Services on or at any time after the formation of the Installation Contract.

    7. Unless alternative payment terms are agreed in writing between the Parties, the Customer shall pay the invoice on the date of the invoice in full and in cleared funds and in any case before the Installation Services are provided. The due date for payment of any invoice including for the purposes of the calculation of any interest due from the Customer shall be the date of the Watergate’s invoice. Payment shall be made to the bank account nominated in writing by Watergate. Time for payment is of the essence.

    8. If the Customer fails to make any payment due to Watergate under the Installation Contract by the due date for payment, then the Customer shall pay interest on the overdue amount to be, at Watergate’s option, either:

      1. the rate of 8% per annum over Barclays Bank PLC base rate from time to time; or

      2. the rate (plus other permitted charges) applicable under the Late Payment of Commercial Debts (Interest) Act 1998, as amended from time to time, and

      such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after any judgement. The Customer shall pay the interest together with the overdue amount.

    9. The Customer shall pay all amounts due under the Installation Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Watergate may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Watergate to the Customer.


    1. Without limiting its other rights or remedies, Watergate may terminate the Installation Contract with immediate effect by giving written notice to the Customer if:

      1. the Customer commits a material breach of any term of the Installation Contract and (if such a breach is remediable) fails to remedy that breach within fourteen days of that party being notified in writing to do so;

      2. the Customer takes any step or action in connection with its entering administration, bankruptcy, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

      3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

      4. the Customer’s financial position deteriorates to such an extent that in Watergate’s opinion the Customer’s capability to adequately fulfil its obligations under the Installation Contract has been placed in jeopardy;

      5. the Customer refuses a site survey (which may be chargeable), or after a site visit Watergate in its sole discretion determines that it would be unsuitable or beyond its capabilities or capacity to provide the relevant Installation Services; or

      6. by providing to the Customer any services, it would put Watergate in breach of any applicable law, for example trade sanctions.

    2. Without limiting its other rights or remedies, Watergate may suspend provision of the Installation Services under the Installation Contract or any other contract between the Customer and Watergate if the Customer becomes subject to any of the events listed in clause 9.1.1 to clause 9.1.6, or Watergate reasonably believes that the Customer is about to become subject to any of them.

    3. Without limiting its other rights or remedies, Watergate may terminate the Installation Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Installation Contract on the due date for payment.

    4. On termination of the Installation Contract for any reason, the Customer shall immediately pay to Watergate all of Watergate’s outstanding unpaid invoices and interest.

    5. Termination of the Installation Contract shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Installation Contract that existed at or before the date of termination.

    6. Any provision of the Installation Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.


    1. Under these Conditions, Watergate provides Installation Services.

    2. Each Concerned Parties acknowledges and agrees that:

      1. Watergate is not liable for losses which may occur in cases of failure or malfunction of any installed system;

      2. Watergate is not an insurer; and

      3. the Concerned Parties are responsible for obtaining appropriate insurance coverage for property damage, loss, and personal injury that may arise from the installation or use of the installed system. 

    3. Watergate’s liability for any loss or damage arising from the Installation Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited as follows:

      1. Watergate’s total liability shall not exceed the amount recoverable under Watergate’s professional indemnity and public liability insurance policies (or other such applicable insurance policies in respect of such loss) for the relevant claim;

      2. In no event shall Watergate be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, revenue, business, or data, even if Watergate has been advised of the possibility of such damages;

    4. If the Customer suffers any loss or damage that may be attributable to both products or services (or either, or none) provided by Watergate under separate agreements, Watergate, in consultation with its insurers, shall have the sole discretion to determine the source of the loss or damage and process any claim as it deems appropriate.

    5. Nothing in these Conditions shall limit or exclude Watergate’s liability for:

      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

      2. any matter in respect of which it would be unlawful for Watergate to exclude or restrict liability.


    1. Watergate accepts no liability for failure or delay in performing Watergate’s obligations where that failure or delay results from any cause that is beyond Watergate’s reasonable control. Such causes include, but are not limited to: acts of war acts (declared, undeclared, threatened, actual or preparations for war), strikes, lockouts or other industrial action by third parties, riots and other civil unrest,  accidents, fire, scarcity of materials, power failure, internet service provider failure, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), pandemic, epidemic or other natural disaster, or any other event or events not within Watergate’s direct control.

    2. If any event described under this clause 11 occurs that is likely to adversely affect Watergate’s performance of any of Watergate’s obligations under these Conditions:

      1. Watergate will inform you as soon as is reasonably possible;

      2. Watergate’s obligations under these Conditions will be suspended and any time limits that Watergate is bound by will be extended accordingly;

      3. Watergate will inform you when the event outside of Watergate’s control is over and provide details of any new dates, times or availability of product and services as necessary; and

      4. if the event outside of Watergate’s control continues for more than 90 days Watergate may cancel the Installation Contract and inform you of the cancellation.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible.


    1. Failure to deliver Installation Services. If Watergate fails to deliver the Installation Services, its total liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement installation service of similar description and quality. Notwithstanding the foregoing, Watergate shall have no liability for any failure to supply the Installation Services to the extent that such failure is caused by an event or circumstance beyond its reasonable control or the Customer’s failure to provide Watergate with adequate Site Location instructions, a Safe Site or any other instructions or facilities (for example, power or lighting) that are relevant to the supply of the Installation Services.

    2. Assignment and other dealings.

      1. Watergate may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Installation Contract.

      2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Installation Contract without the prior written consent of Watergate.

      3. Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under these Conditions through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of these Conditions, be deemed to be the act or omission of the Party in question.

    3. Entire agreement.

      1. Subject to clause 12.8.2, the Installation Contract constitutes 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.

      2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.

    4. Variation. No variation of the Installation Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives), or otherwise or has been consented to by both Parties on the Watergate Admin Manager. However, for the avoidance of doubt, these Conditions may be varied at Watergate’s sole discretion at any time and with immediate effect (and should notification in writing be required, this shall include by notification on the Watergate Admin Manager).

    5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Installation Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    6. Severance. If any provision or part-provision of the Installation Contract 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 the Installation Contract.

    7. Notices

      1. Subject to 12.7.3, any notice related to this Installation Contract must be in writing and sent to:

        • Customer: an email address known to have been used in relation to this Installation Contract / Installation Services (failing which by mail to a postal address on file)
      2. A notice is considered received:

        • If mailed, two working days after it’s sent
        • If sent by courier, on the date and time the delivery receipt is signed
        • If emailed, one working day after it’s sent.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action. In which case, the registered office address (or other aforementioned postal address) should be used in addition to email.

    8. Confidentiality.

      1. The Customer agrees to keep confidential and not to disclose to any third party (save as required by law) any confidential information it receives from Watergate in connection with the Conditions or any Installation Contract, including the terms of any Installation Contract.

      2. Any NDA shall remain in full force and effect and shall not be superseded or limited by these Conditions or any Installation Contract. The terms of any such NDA shall be additive to the provisions of clause 12.8.1

    9. Third party rights. No one other than a party to the Installation Contract and their permitted assignees shall have any right to enforce any of its terms.

    10. Governing law. The Installation Contract, 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.

    11. 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 the Installation Contract or its subject matter or formation.

    12. Intellectual Property: All intellectual property rights related to the Installation Goods and Installation Services, including but not limited to trademarks, patents, and copyrights, remain the sole property of Watergate. Unauthorised use of such intellectual property is prohibited.

    13. Acknowledgement. The Customer acknowledges and agrees, by placing orders with Watergate, that:

      1. This is a transaction into which the parties are freely entering;

      2. There are clauses contained in these Conditions which exclude, limit or modify the liability of Watergate, its employees and agents; and

      3. The exclusions and restrictions on liability referred to in these Conditions are reasonable.