Onsen Energy Limited

1. Scope and Responsibilities

• Onsen Energy Limited (“the Company”) operates strictly as a specialist subcontractor providing GSHP closed loop drilling services. The Company does not act as the main contractor or principal contractor, nor does it assume any responsibilities or duties under the Construction (Design and Management) Regulations (CDM). All CDM responsibilities, including coordination, health and safety planning, and site management, rest entirely with the Client and/or the appointed principal contractor.
• The Company’s services are limited to the specific works detailed in the quotation. All builder’s works, trenching, header works, pipe protection, and reinstatements are to be carried out by others unless expressly stated in writing.
• Environmental protection measures, including management of waste, runoff, fluids, and site restoration, are the sole responsibility of the Client. The Company will comply with reasonable site instructions and applicable law but will not be held liable for environmental impacts arising from site conditions or Client actions.
• The positioning, setting out, and approval of all borehole and trench locations are the Client’s responsibility. The Company will drill only in locations confirmed and approved by the Client or their representative.
• Solid drilling arisings (spoil/cuttings) will be stockpiled on site in an agreed location (in a suitable area provided by the Client with bunding if required) to allow natural drainage/drying prior to removal by a licensed waste carrier grab service. Drying time is dependent on ground conditions and weather and, in some cases, spoil may remain on site after completion of drilling works. Where this occurs, we will return to remove the spoil once it is suitable for standard grab collection. If the Client requests earlier removal, additional costs will apply for accelerated drying/handling and/or specialist collections.
• Unless expressly stated otherwise in writing, any lifting information, equipment data, technical information sheets or guidance provided by the Company is for information only and does not constitute a lifting plan, Appointed Person service, or temporary works design. Where formal lifting plans, temporary works designs or related engineering services are required, these shall be provided by the Client or their appointed competent third party unless specifically included within the Company's quotation.
• Onsen Energy Limited is a member of the British Drilling Association (BDA). The Company does not hold BDA Audit status, and no representation is made that the Company or its personnel have been audited under the BDA Audit programme.

2. Site Conditions and Ground Risk

• The Company is not liable for unexpected ground conditions requiring additional drilling processes, such as extended casing, change of drilling method (e.g. from mud to air), or the presence of hard strata or obstructions.
• If hazardous or contaminated materials are identified during works that were not previously disclosed, Onsen reserves the right to suspend works and revise the project scope and pricing accordingly. Any additional costs, delays, specialist handling, disposal requirements or time incurred as a result will be the responsibility of the Client.
• The Client is responsible for site utility surveys and for ensuring the drilling area is clear of underground services or obstructions. A drilling permit must be signed by the Client prior to works confirming no services or obstructions are present.
• The Company will not be held responsible for damage to underground utilities, sewers, or other obstructions.
• Any damage to Company equipment caused by in-ground obstructions will be chargeable to the Client.
• It is strongly recommended that test holes are dug at each drilling location to a depth of 1.2m to eliminate surface obstructions.
• Test holes are charged at £0 + VAT per hole (clear dig basis).

3. Water Supply and Access

• Drilling operations require a continuous water supply of at least 100 litres per minute, with take off points shall be available within 50m of all drilling locations.
• Failure to provide an adequate supply may delay drilling operations; time delay charges may apply.
• The Client is responsible for providing free-issue water, electricity, and welfare facilities for Company operatives.
• The Client must ensure safe, adequate access to the required areas. Failure to do so may result in loss of productivity charges.
• If specialist delivery or collection requirements apply (e.g. FORS certification), additional charges will apply due to the increased logistical costs. If such certification is required, Onsen must be notified prior to contract signing, as the project will need to be re-quoted. Please note that waste management services requiring specialist certifications (e.g. FORS or equivalent) may incur substantially higher costs than standard services.

4. Weather, Ground Conditions, and Protection

• The Company shall not be held responsible for any delays, standing time, or costs arising from adverse weather conditions, including but not limited to excessive rainfall, flooding, snow, frost, or high winds that render the site unsafe or unworkable.
• The Client is responsible for ensuring that ground conditions remain suitable and stable for drilling and access operations throughout the duration of the works.
• Should ground conditions become unsuitable for safe or efficient working (e.g. excessive softening, flooding, or instability), the Client will be liable for any remediation, standing time, remobilisation and recovery costs incurred. It is also expected that the Client will take actions to mitigate against future recurrences.
• The Client confirms that they have reviewed and accepted Onsen's proposal for ground mats and protection measures and deem these adequate for site access and operations under normal conditions (where ground protection is supplied by Onsen).
• Any additional ground protection, access preparation, or recovery beyond what has been specified in the quotation shall be the Client’s responsibility and may incur additional charges.

5. Financial Terms

• The project deposit is required 14 days before works commence. Bookings and mobilisation will not be confirmed until deposits are received in full:
  • Projects under £500,000: 20% deposit.
  • Projects over £500,000: 10% deposit.
  • These prices are excluding VAT.
• Monthly interim invoices will be issued for work completed to date. Issued at the end of month with payment to be made 28 days later. Deposits will be held on account and deducted evenly from the final invoice.
• A standard 5% retention will be applied to all invoiced works:
  • 2.5% will be released upon practical completion of the drilling works.
  • The remaining 2.5% will be released upon the expiration of the agreed defects liability period of 12 months.
• For the purposes of these terms, practical completion is defined as the point at which the Company’s drilling scope has been completed and demobilised from site, irrespective of any ongoing works by others or wider project phases.
• Payment dates and release of retention are not contingent upon the Client’s receipt of funds from any main contractor or end client. The Company’s payment terms operate independently of any upstream contracts or pay-when-paid provisions.
• Payment is due within 28 days of invoice date.
• Interest at 3% above the Bank of England base rate may be charged on late payments.
• The Company reserves the right to access any property to remove its equipment and materials at any time if payment is not received.
• All materials remain the property of Onsen Energy Limited until paid in full.
• The Contract Sum may be adjusted where fuel prices change by more than 7.5%, as measured by an agreed UK fuel price index, between the date of the Contractor’s quotation and when the relevant works are carried out. No adjustment shall apply where the Contractor has failed to mitigate cost impacts or has not followed the agreed programme.Any adjustment shall:
  • Be calculated by applying the percentage change in the index to the value of the affected works, without detailed cost breakdowns.
  • Apply only to fuel-dependent activities, including plant operation, transportation of materials/waste, and, where demonstrably impacted, specific materials.
  • Exclude overheads, profit and indirect costs.
  • Be subject to prior notice and Employer approval, and applied at final account.

6. Variations, Phasing, and Delays

• The quoted price is based on the works being completed in one continuous phase and single mobilisation/visit.
• If the Company is requested to leave site and return at a later date, or if there is a break, delay, or interruption in the programme not caused by the Company, additional charges will apply for remobilisation, transport, and any standing time incurred:
  • Standing time: £2,000/day or £250/hour, per rig.
  • Re-mobilisation: typically £4,500 per rig.
• The Company reserves the right to amend the quoted price if the drilling requirement is reduced or amended.
• Any change in borehole design or depth must be notified in writing at least two weeks prior to the start date.
• Additional works or delays caused by lack of written authorisation, poor access, or Client instruction will be chargeable as variations.
• Any discovered artesian water sources are the Client’s responsibility, and remediation costs shall be borne by the Client.

7. Liability and Performance

• The Company shall not be held responsible for any subsidence or settlement of land or structures resulting from site works.
• The Company provides its services with reasonable skill and care but does not guarantee the performance, efficiency, or effectiveness of any installed ground source heating system.
• Performance outcomes depend on external factors such as soil composition, climate, and ongoing maintenance.
• The Company is not liable for bacterial growth or water quality issues post-installation. Ongoing maintenance and hygiene management are the Client’s responsibility. Upon completion, Onsen will leave the borehole loops filled with water from the on-site supply.
• The Client must ensure sufficient protection of buildings and surfaces; the Company will not be held liable for incidental damage caused by mobilisation or equipment use.
• The Client is responsible for ensuring full protection of surrounding amenities and landscaped areas, including but not limited to tennis courts, croquet lawns, patios, driveways, and planting, from any potential drilling mud spillage, debris, or tracking. The Company will exercise reasonable care during operations but will not accept liability for damage or contamination to such areas.
• The Company accepts no design responsibility whatsoever for the system layout, borehole positioning, thermal design, or overall system performance. The Client (or their appointed consultant/designer) retains full design liability for all design, specification, and performance elements of the project.
• Onsen Energy shall not be held liable for delays arising from liquid waste disposal requirements whereby delays are caused by soil sampling or testing requirements that were not reasonably identifiable at the time of proposal. Where no prior mitigation options were available and as a result no licensed liquid waste management contractor is able to remove waste from site prior to sampling, any resulting delays shall be treated as a Client risk and may give rise to a programme extension and/or additional costs.

8. Validity and Acceptance

• Quotations are valid for 30 days and may be subject to annual supplier price adjustments if works commence more than 60 days after instruction.
• Deposits paid are deemed acceptance of these Terms and Conditions in full.
• These Terms and Conditions override any Client terms unless expressly agreed in writing by a Company Director.

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