1. The Contract
1.1 We agree to supply electricity to each Property in accordance with the terms and conditions of the Contract.
1.2 The Contract takes effect from the time We accept Your application via Our website or Your Broker as recorded in the Contract Form, unless it is a Deemed Contract (see Clause 21).
1.3 Unless the context otherwise requires, words beginning with a capital letter shall have the meaning set out in, and the Contract will generally be interpreted in accordance with, Clause 20.
1.4 The Contract is a legally binding agreement between You and Us. If You do not comply with the Contract, We may take legal action against You.
2. Before the Supply Begins
2.1 Our obligation to supply electricity under the Contract is conditional on:
a) the relevant Property being connected to the Network Operator’s system; b) the correct metering being installed at the relevant Property in accordance with the Industry Rules; c) Our being Registered in respect of the relevant Property; d) You providing Us with the information that We request in relation to the supply of electricity, and You ensuring that such information is accurate and provided in a timely manner; e) You having a Credit Reference acceptable to Us and/or providing any Credit Support requested by Us (including as referred to in the Contract Form); and f) You not being an Unsuitable Counterparty.
2.2 You agree that Your current electricity supplier to each Property has no reason to object to You transferring Your supply to Us. You agree to pay to Us any charges You owe Your current supplier that are transferred to Us. You will reimburse Us for any costs incurred by Us if We are unable to register your Property (unless due to Our negligent act or omission). You agree that we may obtain from Your current supplier (or other relevant industry parties) any information we reasonably require for the purposes of the Contract.
2.3 For each Property: a) the Intended Supply Start Time will be the time on the date stated in the Contract Form; and b) the Supply Start Time shall be the time set out as such in the notice by which We confirm that the conditions set out in Clause 2.1 have been satisfied in respect of that Property.
2.4 We will Register each Property by the later of (a) the Intended Supply Start Time or (b) 21 days after the date of the Contract Form. This obligation shall not apply where any of relevant circumstances outlined in condition 14A of the Supply Licenceapply.
3. Supply of Electricity
3.1 We will supply electricity to the Connection Point at each Propertyfrom the Supply Start Time until the End Time.
3.2 We will ensure that all the electricity supplied under the Contract is backed by British Guarantees of Origin. This means that Wewill measure the supply over a Contract Year and ensure that We present to Ofgem a corresponding number of British Guarantees of Origin. Following the end of each Contract Year, We will report to You on the British Guarantees of Originthat We have allocated to Your supply. However, You agree that we do not have to allocate British Guarantees of Origin to the extent that Your supply exceeds the Estimated Consumption by 20% (twenty percent) in any Contract Year.
3.3 Where the Contract Form specifies one or more Named Projects, We will allocate British Guarantees of Origin relating to the Named Project(s) to Your supply. If, however, Unforeseen Events prevent Us from doing so, We will allocate British Guarantees of Origin relating to a different project.
3.4 For each Property, You:
a) confirm that the Property is not used wholly or mainly for domestic purposes and is not subject to a ‘Green Deal’ arrangements (please contact Us if You are unclear what this means); b) will ensure that the supply of electricity at each Connection Point does not exceed the Maximum Capacity; c) will provide all information and assistance required by Us to enable Us to Register the Property, and will not take any action that will (or is likely to) prevent Us from Registering the Property; d) confirm that, if Youare party to a Supply Contract with another supplier, such contract will have come to an end by the Intended Supply Start Time; e) confirm that You have not (and will not) enter into a Supply Contract with another supplier for the supply of electricity during the Contract Period; and f) confirm that You have not entered into a contract to supply Demand Side Management services to a third party, and that You will not enter into any such contract without Our prior consent,
and We may recover from You (and You shall pay) any costs incurred by Us as a result of any breach of this Clause 3.4.
3.5 With effect from the Supply Start Time, You will ensure that no person other than Us supplies electricity to a Property, and that no electricity is generated at a Property otherwise than from the generating equipment (if any) referred to in the Contract Form.
3.6 You agree that We shall have the exclusive right to nominate and implement Demand Side Management at the Propertiesduring the Contract Period.
4. Cutting off your supply
4.1 We may arrange for the Connection Point to be cut-off or disconnected at any time where:
a) You are in breach of the Contract (including where You fail to pay any Charges or to provide Credit Support in accordance with the Contract); b) We reasonably believe that metering equipment has been damaged or interfered with; and/or c) We are required (or permitted) to do so by the Industry Rules. d) You become an Unsuitable Counterparty
4.2 If the Connection Point is cut-off or disconnected under Clause 4.1, You must pay to Us an amount equal to the reasonable costs incurred in cutting-off the supply, plus the reasonable costs incurred in re-establishing such supply (or Our reasonable estimate of the costs that will be incurred in doing so).
5. Charges
5.1 For supply during the Fixed Term Period, the Charges are made up of the Energy Rate, the Additional Charges and any other amounts stated in the Contract to be payable by You. For supply outside the Fixed Term Period, the Charges are made up of the Deemed Supply Rates, the Additional Charges and any other amounts stated in the Contract to be payable by You.
5.2 If due to circumstances beyond our control, the cost to Us of supplying any Property is greater than the total aggregate Charges, We reserve the right to pass through the excess via an increase to the Charges at any time by given you 30 days’ notice.
5.3 We have calculated the Energy Rate based on the information provided to us about the characteristics of each Property and the past and expected pattern and quantity of electricity supply to each Property. If such information proves to be inaccurate (or circumstances change), We can vary the Energy Rate to reflect the true position. In particular, if the Estimated Consumption is too high (or too low), We will need to buy more wholesale electricity (or sell wholesale electricity that We had previously bought), and there may be a cost to Us in doing so, which We will pass on to You.
5.4 We may also vary the Charges in accordance with Clause 9.
5.5 The Charges do not include Value Added Tax or Climate Change Levy. You will pay Us any applicable Value Added Tax and Climate Change Levy in accordance with Law.
5.6 Where You are, become or cease to be, entitled to pay a reduced (or zero) rate of Climate Change Levy, You will notify Usimmediately and will provide Us with any evidence We may require in relation to the same, together with the relevant HMRC form. Unless and until You provide Us with this evidence and form, We will not be obliged to apply the reduced (or zero) rate.
5.7 Where You used a Broker to negotiate the Contract, You acknowledge that the Charges may include a fee which You have agreed is to be paid to Your Broker. Any dispute regarding such fee is a matter between You and Your Broker. Please contact Usif You want Us to confirm the amount of any such fee.
6. Payments
6.1 You agree to pay Us the Charges in accordance with the applicable Payment Terms.
6.2 Where We do not receive a payment of the Charges by the relevant due date, We may:
a) charge interest and levy administrative charges (fixed sums) in accordance with the Late Payment of Commercial Debts Act 1998; b) vary the Payment Terms set out in the Contract Form; c) cut-off or disconnect the Properties in accordance with Clause 4; and/or d) recover from You all costs incurred or suffered by Us in pursuing Your non-payment.
6.3 Where You dispute any amount payable pursuant to the Contract, You will pay 75% (seventy-five percent) of the full amount shown on the bill or the undisputed amount (whichever is higher). Any further payment by You will be paid within 5 Banking Days after the dispute is resolved (together with interest under Clause 6.2 since the original due date for payment). Any overpayment by You will be applied as a credit to Your next invoice (or, if no further invoices are due, repaid by Us within 10 Banking Days after the dispute is resolved).
6.4 Subject to Clause 6.5, the Charges for the volume of electricity supplied to each Property will be based on the volumes of electricity recorded and measured by the meter at the Property, on the basis of actual meter readings by Us, another supplier, or Ouror such supplier’s Agents. Where We request that You do so, You will also provide meter readings.
6.5 Where We have reason to believe that the meter at a Property has not accurately recorded the electricity supplied to the Property, or we do not have an up-to-date meter reading as referred to in Clause 6.4, the Charges for the volume of electricity supplied to the Property will be based on Our reasonable estimate of the amount so supplied (subject to reconciliation if actual data subsequently becomes available).
6.6 You may not deduct or otherwise withhold or set-off any amounts due under the Contract, except that You may deduct amounts in accordance with any credit note issued to You by Us.
6.7 If any of the bills We send You are not accurate, We will send You a new bill, which You must pay by the due date on the new bill. This Clause 6 will still apply after the Contract ends and after We have sent a final bill to You.
7. Metering Equipment
7.1 Unless otherwise agreed in accordance with Clause 7.4, We will arrange for the provision of a meter at each Property, and will contract with and appoint an Agent to operate the meter in accordance with the Industry Rules. We or another entity that Wecontract with will own the meter.
7.2 We may replace the meter at a Property with a Smart Meter. You will not be able to object to any transfer of the ownership of the metering that may take place, or to its replacement with a Smart Meter. We will ordinarily meet the cost of doing so. However, where the nature of the Property or other Unforeseen Events requires special metering or additional work, We may charge Youfor the additional cost.
7.3 Where Clause 7.1 applies, You:
a) will ensure the meter at each Property is always protected from the risk of damage and is clearly accessible by Us or any Agent, so that it can be inspected, maintained, repaired, replaced and read in a safe and secure manner; b) will not cause damage to, tamper or interfere with the metering equipment, and will take all reasonable precautions to ensure that no other person is able to cause damage to, tamper or interfere with the metering equipment; c) agree that the meter at the Property does not need to be Certified; d) will notify Us as soon as possible when You become aware that the meter is not, or may not be, accurately recording the supply of electricity to a Property; and e) will pay Us for any cost, loss or damage suffered by Us as a result of Your failure to comply with this Clause 7.3.
7.4 For each Property, You may (with Our prior approval, including where set out in the Contract Form) arrange for the provision of the meter at the Property, and contract with an Agent to operate the meter in accordance with the Industry Rules.
7.5 Where Clause 7.4 applies, You will:
a) ensure that metering equipment for each Property is always installed, operated, maintained and replaced in accordance with the Industry Rules;b) ensure that You have an effective contract with an Agent as meter operator in respect of each Property, and that such Agentalways complies with the Industry Rules in such role; c) ensure that the Agent provides Us with all information We reasonably require (in the form required by Us) from time to time; d) pay Us for any loss or damage suffered by Us or Our Agents as a result of the acts or omissions of Your Agent (including if We have to appoint an Agent or replace the meter); and e) give Us at least 28 days’ prior notice of any proposed change to the meter installed at a Property, and/or a change to Your Agent.
7.6 If a Party disputes the accuracy of the meter at a Property, We will arrange for it to be inspected and tested, and:
a) where it is found to be operating outside the overall accuracy requirements as defined in the relevant Industry Rules in place at the time, We (or, where Clause 7.4 applies, You) will pay all the costs arising from or associated with the inspection; andb) where it is found to be working within the acceptable levels of error, the Party disputing the accuracy will pay all the costs arising from or associated with the inspection.
7.7 If a Property has a Smart Meter, You consent to Us obtaining, storing and using consumption data from the Smart Meterand sharing this information with our Trading Agent. We will only use this data for the purposes of optimising settlement and forecasting; charging and billing; identifying energy efficient savings and products; and the monitoring and control of potential energy theft. We will ordinarily obtain data by reference to individual periods of half an hour. Please contact Us if You want to restrict Us to obtaining and using consumption data in respect of periods of one month or more. Details of how to contact Us are set out in Clause 16.
8. Access to the Properties
8.1 You will ensure that We, the Agents, the Network Operator and their respective representatives have safe access to each Property for any reason relating to the Contract. This includes work associated with the installation, maintenance, testing, replacing and reading of a meter, anPropertyd cutting-off or re-establishing the supply of electricity to the Properties.
8.2 A person requiring access to a Property under this Clause 8 will (where possible) give reasonable advance notice to You of the access required. Where We notify You of a time slot for such access, and You do not make such access available during that time slot, You will pay Us the costs we incur as a result. These costs may include an aborted site visit fee at the rate published on Our website at the relevant time.
8.3 We will use reasonable endeavours to ensure that each person who accesses a Property under this Clause 8 will comply with any reasonable site rules notified to Us from time to time.
9. Variations to the Contract
9.1 The Parties may at any time agree in writing to vary any provision of the Contract.
9.2 We may (without Your permission) vary any provision of the Contract (including the Charges and the Payment Terms, but excluding the Expiry Time) at any time during the Fixed Term Period by notifying You of the change that is to apply; provided that We may only make such a variation where:
a) any information provided by You (including any information set out in the Contract Form) proves inaccurate or there is a change in circumstance; b) there is a change to the metering equipment required to be installed at a Property in accordance with the Industry Rules; c) there is a Change in Law or a change to the calculation or rate of the Industry Charges; d) Your Credit Reference and/or Credit Support ceases to be acceptable to Us, and You do not provide new Credit Support to Us within ten (10) Banking Days of Our request; e) You fail on two or more occasions to provide Us or the Agents with access to a Property; f) You fail on two or more occasions to pay the Charges in accordance with the applicable Payment Terms; and/or g) Ouragreement with Our Trading Agent ends and so We have to arrange an alternative source of wholesale electricity.
9.3 We will give You as much advance notice of any variation under Clause 9.2(c) as we can, but We will not be able to do so if We have not been given advance notice of the event giving rise to the variation.
9.4 The variations We make under Clause 9.2 will be to designed to ensure that:
(a) the Contract can continue in full force and effect; (b) both Parties can lawfully comply with their obligations under the Contract; (c) We are able to recover any costs or losses arising (or which may arise) as a result of the event giving rise to the variation; and (d) We are in no better or worse position than We would have been but for the event giving rise to the variation.
9.5 We may (without Your permission) vary the Contract at any time outside the Fixed Term Period by notifying You of the variation that is to apply. Outside the Initial Fixed Term Period, You can terminate the Contract in accordance with Clause 11.
10. Change of Ownership or Occupier
10.1 You will give Us notice as soon as possible of any change to the details of a Property, including a change of ownership, change of occupier and/or change of use.
10.2 If at any time You will cease to be the owner and/or occupier of a Property and therefore wish to remove one or more Properties from the Contract, You must give Us notice of such intention and of the name and contact details of any new owner and/or occupier. Where You give notice in accordance with this Clause 10.2, the Property(ies) in question will be removed from the Contract with effect from the later of:
a) the date of removal set out in such notice; b) 30 days after such notice is given; and c) the time another person enters into a Supply Contract with Us in respect of the Property, or another supplier is Registered in respect of the Property, or the supply of electricity to the Property is cut-off.
10.3 You will remain liable to Us for all Charges associated with a Property until such time as it has been removed from the Contract in accordance with Clause 10.2 (even if You no longer own and/or occupy the Property).
10.4 Where You no longer occupy the Property and the Property remains (and is likely to remain) unoccupied, You may instruct Us to cut-off the supply of electricity to the Property, and You will pay Us the costs of doing so.
10.5 The removal of a Property under this Clause 10 may result in a Termination Fee under Clause 13.
11. Fixed Term Period
11.1 The Contract Form sets out an Expiry Time. The Initial Fixed Term Period will expire at the Expiry Time, but the Contract will continue to apply until the End Time.
11.2 Where a Fixed Term Period is due to expire, We will send you a Renewal Statement. We will send this to You about 60 days before the end of the Fixed Term Period. The Renewal Statement will set out Your options to enter into a new contract with Us or change to a new supplier. If You do not do either of these, and You do not object to the Contract rolling over, then the Contract will automatically roll over and a new fixed Energy Rate will apply at the rate set out in the Renewal Statement for a period of 12 months from the end of the previous Fixed Term Period.
11.3 If a Fixed Term Period is due to expire and You do tell Us that You plan to change supplier or if You do object to the Contract rolling over, but we continue to be Registered for the Property after the end of the Fixed Term Period, then OurDeemed Supply Rates will apply after the end of the Fixed Term Period until the End Time.
11.4 You can terminate the Contract at any time by giving Us notice that You wish to terminate, provided that:
a) You must give at least 30 days’ advance notice of the date on which You wish the Contract to terminate; b) You cannot specify a termination date that occurs before the Expiry Time; and c) such notice will only be effective in respect of a Property if another supplier is Registered in respect of the Property with effect from the notified date.
11.5 Any termination notice given by You otherwise than in accordance with Clause 11.4 will not be effective, and You will need to serve a further notice in accordance with Clause 11.4 if You still wish to terminate the Contract.
12. Termination
12.1 You can remove a Property from the Contract under Clause 10, or terminate the Contract as described in Clause 11. Youmay also terminate the Contract by giving Us notice of such termination, where We suffer an Insolvency Type Event.
12.2 We may terminate the Contract (or, at Our option, terminate the Fixed Term Period or remove the relevant Property(ies)from the Contract) by giving You notice of such termination, where:
a) You fail to pay any amount due under the Contract; b) You are in breach of the Contract, and (where capable of remedy) Youfail to remedy that breach within 10 Banking Days after Our notice requesting that You remedy the breach; c) the conditions set out in Clause 2.1 are not satisfied (either generally, or in respect of particular Properties) within 30 days after the Intended Supply Start Time; d) the conditions set out in Clause 2.1 cease to be satisfied (either generally, or in respect of particular Properties) after the Supply Start Time; e) You suffer an Insolvency Type Event; f) We have reason to believe that You have tampered or interfered with the meter at a Property; or g) Our agreement with Our Trading Agent ends in circumstances where We have not entered into a replacement agreement.
12.3 The Contract will terminate with immediate effect from the time that We no longer hold a Supply Licence, or where a last resort supply direction is made under a Supply Licence in respect of the Properties.
13. Consequences of Termination
13.1 Following the termination of the Contract, where We remain Registered for a Property, a supply contract between You and Us will be deemed to have been entered into in accordance with the Industry Rules in respect of the Property, and the Deemed Supply Rates will apply.
13.2 The termination of the Contract will not affect any rights or obligations which may have accrued before or on termination, and will not affect any rights or obligations that are expressly or implicitly intended to survive termination. Without limitation, You shall remain liable for any Charges relating to the period prior to termination but not yet paid (including where due to corrections to, or reconciliations of estimated, data following termination).
13.3 Where the Contract is terminated, or a Property is removed from the Contract, during a Fixed Term Period, then Youshall pay Us the Termination Fee. However, You will not have to pay us the Termination Fee if You terminate the Contractduring a Roll-Over Period. The Termination Fee shall be calculated by Us as the amount of any losses or expenses that We (or Our Trading Agent) incurs in selling back into the wholesale electricity market the wholesale electricity that We had expected to supply to the Property(ies) during the period until the end of the Fixed Term Period.
14. Objections to Transfer
14.1 We may object to You transferring the supply of electricity to another supplier where:
a) the Supply Contract with the new supplier relates to supply prior to the Expiry Time or before the effective time of a notice to terminate under Clause 11; b) You have not paid all the charges due under the Contract; c) the new supplier agrees that the application for the transfer was started in error; or the new supplier applies to be Registered for a Property at which there is more than one metering point and all related metering points (as established in accordance with the Industry Rules) are not included in that supplier’s application.
14.2 You will cooperate with Us where We object to a transfer in accordance with this Clause 14, and will notify any potential new supplier of Our right to object to a transfer where We ask You to do so.
15. Limitation of Liability
15.1 Nothing in the Contract shall limit a Party’s liability for death or personal injury caused by negligence, for fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. Nothing in the Contract shall limit Your liability to pay the Charges or a Termination Fee.
15.2 Neither Party shall be in breach of the Contract, or otherwise liable to the other, by reason of any delay in performance (or non-performance) of any of such Party’s obligations under the Contract that is due to Unforeseen Events.
15.3 We are not responsible or liable for the maintenance of the Network Operator’s system, or the connection between the Network Operator’s system and each Property. We do not guarantee that electricity to be delivered to each Property will be free from variations in voltage or from interruptions.
15.4 Subject to Clause 15.1, We shall not be liable to You (or any other persons at a Property, or Your or their employees, contractors or agents) in relation to the Contract (whether in contract or otherwise) for:
a) loss or corruption of data, damage to frozen food, or loss of profit, income, anticipated savings, use, contract, production or business (whether direct or indirect); b) any loss or damage which is not reasonably foreseeable at the date of the Contract as likely to occur as a result of breach; or c) any liability to third parties in respect of the matters referred to in (a) or (b) above.
15.5 Subject to Clause 15.1, Our total aggregate liability arising from or in connection with the Contract (whether in contract, negligence or otherwise) will in no circumstances exceed the average total Charges paid to Us each Contract Year, subject always to a cap of £100,000.
15.6 You shall procure insurance to protect You (and others at each Property) for losses and damages for which We are not liable under Clause 15.4. You shall reimburse Us for any liability We incur over and above that for which We are properly liable in accordance with Clause 15.4.
15.7 If You receive, or are entitled to receive compensation from the Network Operator, We will not be liable to compensate Youfor that same loss. Where We have already paid You compensation, You will repay that sum to Us.
15.8 This Clause 15 shall continue to apply following the End Time.
16. Communications
16.1 You can contact Us at the following addresses: Squeaky Clean Energy Limited, Henry Wood House, 2 Riding House Street, London, W1W 7FA (or any replacement addresses that We notify to You).
16.2 We can contact You at any of the Property address, Your registered company address or the address recorded in the Contract Form.
16.3 Any communication to be given between the Parties in relation to the Contract shall be in writing, and shall be deemed duly served if delivered personally, by prepaid registered post, or by email to the addressee referred to above. Subject to Clause 16.3, any such communication shall be deemed to have been received:
a) in the case of delivery by hand, on delivery; b) in the case of prepaid registered post, on the second Banking Day following the date of posting; and c) in the case of email, on delivery to the recipient’s server and provided no error message is received by the sender.
16.4 Any notice deemed to be received on a day that is not a Banking Day, or after 17.00 hours on a Banking Day, shall be deemed to have been received at 09.00 hours on the next following Banking Day.
17. Confidentiality
17.1 Each Party shall treat the other Party’s Confidential Information as confidential and shall not use it for any purpose other than in connection with the Contract. Consent shall not be required for disclosure to:
a) the extent required or permitted in accordance with the Industry Rules and/or any Law; b) its officers, employees, advisers, and agents (or those of its Group Companies) to the extent they reasonably require the information in connection with the performance of their duties (provided such persons are in turn are required by that Party to treat the Confidential Information as confidential, and provided that that Party shall be liable for any unauthorised disclosure or use by such persons); c) any insurer, bank, other financial institution or rating agency to the extent required in relation to the financing of a Party’s business activities, provided that the bank, or other financial institution or rating agency (as the case may be) is required by that Party to treat the Confidential Information as confidential, and provided that that Party shall be liable for any unauthorised disclosure or use by such persons); d) assess YourCredit Reference, or to detect, investigate or prevent theft, or to enable debt recovery; e) as outlined in Our ‘Terms of Use and Privacy Policy’ on Our website; f) the Trading Agent or the owners and/or operators of Named Projects; or g) the extent that the Confidential Information is in or lawfully comes into the public domain other than by breach of this Clause 17.
17.2 We will only process Your personal data for purposes associated with the Contract or the Industry Rules, and as described in Clause 17.1.
17.3 You confirm Your consent to Us undertaking a business credit check of You. If You have provided details of Your partners, directors or owners, You confirm that they have agreed to a personal credit check too.
17.4 This Clause 17 shall continue to bind each of the Parties for 2 years after the End Time.
18. General
18.1 The Contract contains the entire agreement between the Parties in respect of its subject matter, and replaces any prior understandings between the Parties relating to such subject matter. Each Party confirms that it has not entered into the Contract on the basis of any representation that is not expressly incorporated into the Contract. Any warranties and conditions not set out in the Contract that would otherwise be implied by Law or custom are excluded to the extent permitted by Law.
18.2 If any provision or part of a provision of the Contract is found by a Competent Authority to be void or unenforceable, that provision or part of a provision shall be deemed to be deleted from the Contract and the remaining provisions shall continue in full force and effect.
18.3 No failure to exercise nor any delay in exercising any right or remedy under the Contract shall operate as a waiver of such right or remedy. No partial exercise of any right or remedy shall prevent any further or other exercise of that right or remedy, or any other right or remedy.
18.4 Nothing in the Contract shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the Parties.
18.5 We may transfer the Contract (and/or any or all of Our rights and/or obligations under the Contract) at any time by giving You notice of such transfer. We have transferred to the Trading Agent, Our right to be paid the Charges by You. We may also (in the future) transfer the Contract to a person who holds a Supply Licence. You hereby agree to any and all transfers as referred to in this Clause 18.5, and agree that Your further agreement is not required. Nevertheless, where We ask You to do so, You will take any reasonable steps to facilitate or give effect to such transfers.
18.6 You may not transfer any of Your rights and/or obligations under the Contract without Our prior written consent.
18.7 No provision of the Contract shall be enforceable by any person other than the Parties, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise; save that the Trading Agent can enforce the rights referred to in Clause 18.5. The Parties may nevertheless vary or terminate the Contract in accordance with its terms without the consent of any third party.
18.8 We may sub-contract Our obligations. Where a Party subcontracts any of its obligations under the Contract, it shall remain responsible for the performance of such obligations, and the acts or omissions of the subcontractor in relation to such performance shall be treated as the Party’s acts or omissions.
18.9 We may record any telephone communications with You, and You confirm You have Your employees consent.
19. Disputes
19.1 Our complaints policy and details of when and how You can refer disputes to the Energy Ombudsman can be found on Ourwebsite.
19.2 The Contract and any dispute or claim arising out of or in connection with it (including non-contractual claims) shall be governed by, and construed in accordance with, the laws of England. Each Party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of England in relation to any claim or matter arising under or in connection with the Contract.
20. Glossary & Interpretation
20.1 In the Contract the following words shall have the following meanings:
Act: the Electricity Act 1989.
Additional Charges means any charges that relate to services or activities undertaken by Us or Our Agents under or in relation to the Contract (other than the supply of electricity itself which is covered by the Energy Rate or the Deemed Supply Rate), a full list of which can be found on Our website from time to time.
Agent: any qualified person appointed as a supplier agent or the data communications company, as further described in the Industry Rules.
Banking Day: a day on which banks are generally open for business in the City of London (excluding Saturdays and Sundays).
British Guarantees of Origin: the guarantees of origin issued by Ofgem under the Electricity (Guarantees of Origin of Electricity Produced from Renewable Energy Sources) Regulations 2003, or any similar or replacement scheme We choose.
Broker: any agent, broker or other intermediary appointed by You to act on Your behalf regarding either or both the agreement or management of energy supply contracts.
Certified: the certification of a meter in accordance with schedule 7 of the Act.
Change in Law: the making, coming into effect, modification or repeal of any Law or Industry Rule (including changes by a Competent Authority in its interpretation of any Law or Industry Rule), including the imposition, withdrawal or variation in any Industry Charge (which shall include the operation of any mutualisation scheme in respect of any Industry Charges).
Charges: these are described in Clause 5.
Climate Change Levy: the levy of that name established pursuant to the Finance Act 2000.
Competent Authority: any regional, national or EU court, authority, inspectorate, department, regulator or other governmental or administrative body (in each case to the extent having jurisdiction over any or all of the Parties, the Contract and/or its subject matter).
Confidential Information: the content and existence of the Contract and the commercial, financial, marketing, technical, business or other proprietary information of a Party (including know-how and trade secrets) in any form or medium whether disclosed to another Party orally or in writing before or after the date from which the Contract is effective, together with any reproductions of such information in any form or medium or any part thereof.
Connection Agreement: in respect of each Property, an agreement with the Network Operator allowing the Property to be (and remain) connected to the Network Operator’s system.
Connection Point: in respect of each Property, the point(s) of connection between the Property and the Network Operator’s system through which electricity is conveyed to the Property.
Contract: the agreement comprising the Contract Form and these Supply Terms and Conditions, unless it is a Deemed Contract (see Clause 21).
Contract Form: the document containing the information submitted or accepted as part of Your application via Our website or YourBroker, which We will send to You.
Contract Period: the period from the Intended Supply Start Time until the End Time.
Corporate Group: in respect of a person, any holding company or subsidiary of that person, or any company which is a subsidiary of a holding company of that person (and the expressions “holding company” and “subsidiary” shall have the meanings respectively ascribed to them by section 1159 of the Companies Act 2006).
Credit Reference: Our assessment of Your creditworthiness, including where based on credit ratings or credit reports provided by credit reference agencies or credit insurance providers.
Credit Support: advance payment of cash, a guarantee, bond or letter of credit in a form and amount acceptable to Us, and giving Us assurance in respect of Your obligations under the Contract.
Deemed Contract: a contract which is formed between You and Us by statute, as described in Clause 21.
Deemed Supply Rate: the rate We publish as such from time to time in accordance with the Act.
Demand Side Management: means any solution that incentives You to lower or shift electricity usage at a Property.
End Time: the time at which the Contract is terminated in accordance with Clause 11.3 or 12 (or, in respect of a Property, the time the Property is removed from the Contract in accordance with Clause 10.2 or 12.2).
Energy Rate: the unit rate(s) and standing charges set out in, or determined in accordance with, the Contract Form (subject to change under Clause 9). The Energy Rate covers both the cost of wholesale electricity and the Industry Charges.
Estimated Consumption: means the estimated annual supply under the Contract, as set out in the Contract Form (or, in respect of any shorter period, the proportion of that annual supply that We reasonably determine as relevant to that period).
Expiry Time: means the time on the date (if any) specified as such in the Contract Form.
Fixed Term Period: in respect of any Property, the Initial Fixed Term Period or a Roll-Over Period.
HMRC: Her Majesty’s Customs and Excise.
Industry Charges: the costs We incur in relation to the supply of electricity (excluding the wholesale electricity itself), including: (1) any taxes, levies, duties or imposts in relation to the supply of electricity, including as a result of the renewables obligation and fossil fuel levy under the Act, the small-scale low carbon feed in-tariff under the Energy Act 2008, the carbon capture and storage levy under the Energy Act 2010, the contracts for difference and capacity mechanism levies and charges pursuant to the Energy Act 2013, the assistance for areas with high electricity distribution costs scheme under Our Supply Licence, and any similar such scheme; (2) charges payable by Us to the Network Operator and/or National Grid, including availability, capacity, reactive power and balancing and use of system charges; (3) costs or deductions in respect of distribution and transmission system losses; (4) fees of Agents in respect of providing, maintaining and collecting and aggregating data from the meter at each Property; and (5) fees as referred to in Clause 5.7.
Industry Rules: the Act, the Supply Licence, and all the codes and agreements with which We are obliged to comply with under the Act or the Supply Licence.
Initial Fixed Term Period: in respect of any Property, the period from the Supply Start Time to the Expiry Time.
Insolvency Type Event: in respect of a Party, that that Party: (1) is dissolved or becomes insolvent or is unable to pay its debts as they become due; (2) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (3) institutes or has instituted against it a proceeding seeking a judgment of insolvency, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition, that proceeding or petition results in a judgment of insolvency or the making of an order for its winding-up or liquidation (or is not withdrawn, dismissed, discharged, stayed or restrained within 30 days); (4) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; or (5) causes or is subject to any event which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in this definition.
Intended Supply Start Time: is described in Clause 2.2.
Law: includes the common law, and any statute, statutory instrument, regulation, instruction, direction, rule or requirement of any Competent Authority.
Maximum Capacity: in respect of each Property, the maximum electricity allowed to be supplied from the Network Operator’s system under the Connection Agreement.
Named Project: a generating station identified as such in the Contract Form.National Grid: the operator of the high voltage transmission wires in Great Britain.
Network Operator: the holder of a distribution licence under the Act who owns and/or operates the system of electrical lines (a distribution system) through which electricity is (or is to be) conveyed and delivered to the Connection Point.
Ofgem: the electricity regulator for Great Britain.
Party: one of Us or You (and “Parties” means all both of them together).
Payment Plan: advance payment (on such date as We may reasonably determine from time to time) for the Charges Wereasonably estimate (from time to time) that You will incur in respect of a particular period. We will use the amounts paid as part or full payment towards any amount payable by You to Us from time to time.
Payment Terms: one of: (1) payment within 5 Banking Days following receipt of Our invoice by electronic transfer in cleared funds to the account We nominate for such purposes from time to time; or (2) payment in accordance with a Payment Plan by electronic transfer in cleared funds to the account We nominate for such purposes from time to time, or (3) payment via the direct debit scheme. The original Payment Terms are set out in the Contract Form, but are subject to change in accordance with the Contract.Properties: the premises identified in the Contract Form (unless it is a Deemed Contract, see Clause 21), but excluding any removed from the Contract in accordance with Clause 10.2 or Clause 12.2.
Smart Meter: a meter that enables two-way remote communication between Us and the meter, including so as to allow remote meter reading. Renewal Statement: a “Statement of Renewal Terms” that sets out the information required by Our Supply Licence in respect of the expiry of a Fixed Term Period.
Registered: in respect of a Property, that We are (or, where the context requires, another supplier is) registered in accordance with the Industry Rules as the supplier responsible for supplying electricity to the Property from a particular date. “Register” and “Registration” will be interpreted on the same basis.
Roll-Over Period: in respect of any Property, the period of 12 months from the Supply Start Time to the Expiry Time.
Supply Contract: in respect of a Property, a contract for the supply of electricity to that Property.
Supply Licence: an electricity supply licence granted in accordance with section 6 of the Act.
Supply Start Time: has the meaning given to that expression in Clause 2.2.
Supply Terms and Conditions: these terms and conditions.
Termination Fee: the fee calculated in accordance with Clause 13.
Trading Agent: such person(s) as We contract with from time to time to provide Us with access to the wholesale electricity markets in Great Britain.
Unforeseen Event: an event or circumstance beyond the relevant Party’s reasonable control (provided that lack of funds will not be interpreted as an event beyond a Party’s reasonable control).
Unsuitable Counterparty: is an organisation that We (or the Trading Agent) consider to be incompatible with Our (or their) corporate social responsibility or ethical principles. You will have seen a list of the relevant organisations or types of organisation prior to agreeing to the Contract Form, and a list is available via Our website at https://www.squeaky.energy/csr-policy
Value Added Tax: value added tax or any other tax, duty or levy which may apply to the supply of electricity from time to time.
We or Our or Us: Squeaky Clean Energy Limited, a company incorporated in England with company number 09574212 (and includes the persons to whom it has transferred its rights and/or obligations under the Contract in accordance with the Contract).
You or Your: means the customer under the Contract, as identified in the Contract Form (and includes the persons to whom it has transferred its rights and/or obligations under the Contract in accordance with the Contract), unless the Contract is a Deemed Contract (see Clause 21).
20.2 In the Contract, unless the context otherwise requires: a) reference to the singular includes a reference to the plural and vice versa; reference to the masculine includes a reference to the feminine and neuter gender; references to persons shall include bodies corporate, unincorporated associations and partnerships;
b) the words and phrases “other”, “including”, “includes” and “in particular” shall not limit the generality of any preceding words, or be construed as limiting any following words to the same class as the preceding words where a wider construction is possible; c) any reference to “the Contract”, “these Supply Terms and Conditions” or to any other agreement or document is a reference to it as amended, supplemented, novated or superseded from time to time, and includes a reference to any document which amends, is supplemental to, novates, or is entered into made or given pursuant to or in accordance with it; d) any reference to any Law shall be deemed to include any amendment, consolidation or re-enactment thereof, and to include reference to any subordinate Law made thereunder; e) any reference to any Competent Authority includes any successor authority; f) the headings are for convenience only and shall not affect the interpretation of the Contract; and g) all references to Clauses are to the clauses of these Supply Terms and Conditions.
21. Deemed Contracts
21.1 The Contract is a Deemed Contract for a Property between You and Us where:
a) We are Registered for the Property; b) You are the owner or the occupier of the Property; and c) You take a supply of electricity at the Property without an effective agreement between You and Us for such supply.
21.2 Where the Contract is a Deemed Contract:
a) there is no Contract Form; b) there is no Fixed Term Period; c) the Deemed Contract Rate applies instead of the Energy Rate; and d) the Payment Terms are as We notify to You from time to time.
21.3 Where the Contract is a Deemed Contract it will continue to have effect until:
a) You start to receive a supply of electricity, either from Us or from another supplier, under a contract that You have agreed with Usor with that other supplier; or b) the supply of electricity to the Property is cut off.
21.4 You will continue to be responsible for paying all Charges that arise under the Contract even after it ceases to have effect.
22. National Terms of Connection
We have included the following statement as required by the Industry Rules:
We are acting on behalf of your network operator to make an agreement with you. The agreement is that you and your network operator both accept the National Terms of Connection (NTC) and agree to keep to its conditions. This will happen from the date that you enter into the Contract and it affects your legal rights. The NTC is a legal agreement. It sets out rights and duties in relation to the connection at which your network operator delivers electricity to, or accepts electricity from, your home or business. In the case of some non-domestic sites, as further described in the NTC, the NTC provide for the continuing application of site-specific connection terms agreed with a previous owner or occupier of the site. Your network operator will be able to tell you whether or not site-specific connection terms exist. If you want to know the identity of your Network Operator, or want a copy of the NTC or have any questions about it, please Write to: Energy Networks Association, 6th Floor, Dean Bradley House, 52 Horseferry Road, London SW1P 2AF or phone 0207 706 5137 or see the website at www.connectionterms.co.uk