General terms and conditions

General terms for the supply of gas

UKGas Supply Limited and you (the “Customer” identified in the contract option) have agreed to enter into an agreement for the supply of gas. These general terms apply in addition to the contract option, which together makes up the agreement between us.

If you are a micro business customer, you will be provided with details of the principal terms and conditions for microbusiness customers. You should read the principal terms in conjunction with these general terms. Please refer to clauses 2.9, 2.10, 2.11, 11.5(a), 11.10 and 17.5 of these general terms for details which are specific to microbusiness customers.

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(1) MEANINGS OF THE WORDS USED IN THIS AGREEMENT

(1.1) In this agreement, when the following words are shown in bold, they have the meanings described below:

“act(s)” means the Gas Act 1986 for the supply of gas

“advanced meter” means a gas meter that either on its own or with an ancillary device, in compliance with any relevant industry requirement, provides measured gas consumption data for multiple time periods, and is able to provide such data remotely;

“agent” means a data collector, meter reader, meter asset maintainer, data aggregator, meter asset provider, and/or a meter operator (as relevant), together with any other third party appointed to act for or on behalf of one of us;

“agreement” means the agreement between you and us which includes these general terms and the contract option;

“AQ” means the annual quantity of gas in therms or Kilowats as determined by the relevant transporter;

“authority” means the Gas and Electricity Markets Authority (GEMA) or Ofgem as appropriate;

“averaging period” has the meaning given to it in paragraph 20 of Schedule 6 of the Finance Act 2000;

“balancing transaction” means any trade by the transporter to balance the supply network;

“BSC” means the Balancing and Settlement Code prepared by Elexon, as amended from time to time;

“business day(s)” means any day on which the clearing banks in the City of London are open;

“charges” means the amount payable by you to us as shown in or calculated in accordance with the contract option and these general terms;

“CCL” means climate change levy, the tax that commercial and industrial customers must pay for using gas as set out in Schedule 6 of the Finance Act 2000;

“commencement date” has the meaning given in clause 2.1; “control” means the power to direct or cause the direction of your business, whether as a result of share ownership, voting powers or powers conferred by any document regulating your business;

“confidential information” has the meaning given to it in clause 8.1;

“contract option” means the document containing your business details and details of the product, which you sign to indicate your acceptance of the agreement;

“data collector” or “meter reader” means a third party who collects data from the meter;

“deemed contract” means a contract between us that is implied by the act(s) and which is subject to our deemed contract rates; “deemed contract rates” means the rates and charges published on our website and updated from time to time that are deemed to apply where a deemed contract arises in accordance with the act; “default system marginal price” has the meaning set out in the Uniform Network Code;

“de minimis limit” means the maximum amount, per kWh, of gas supplied per day that does not benefit from any exemption from CCL pursuant to Schedule 6 Article 9.1 of the Finance Act 2000;

“delivered volume” means the volume of gas that we deliver to you at your site(s);

“delivery shortfall” means the difference between the minimum consumption less the total delivered volume for the supply period;

“disconnect” means removing the supply to a meter (which may include the removal of a meter);

“end date” means the date on which supply will stop: (i) as shown in the contract option, being the latest ‘end date’ listed for the site(s); or (ii) in the case of an extended supply period, on the revised latest end date that is shown on a subsequent contract option or variation agreement as applicable; or (iii) where this agreement is terminated in accordance with its terms; or (iv) in the case of a deemed contract, on the date that you enter into a formal supply agreement with us, or transfer to an alternative supplier, or that the supply to the site(s) is disconnected;

“end notice” has the meaning set out in clause 4.17 below; “equipment” means any part of the meter installation, including a meter, smart metering equipment, data loggers, mains, pipes, telecommunications or other equipment provided for the purpose of supplying and ascertaining the quantity of supply;

“exempt distribution system” has the meaning set out in the act; “force majeure event” has the meaning set out in clause 15 below;

“general terms” means these general terms and conditions governing supply to you;

“good quality CHP” has the meaning given to it in Guidance Note 10 issued by the Department of Energy and Climate Change;

“green deal charges” has the meaning given to it in the Energy Act 2011;

“green deal premises” means a premises in respect of which

green deal charges are owed to a green deal provider;

“green deal provider” has the meaning given to it in the Energy Act 2011;

“group company” means a subsidiary of ours, any holding company of ours, and any subsidiary of any holding company of ours (and “subsidiary” and “holding company” will have the meanings given to them in the Companies Act 2006);

“insolvency office‐holder” means the administrator or the supervisor of the voluntary arrangement, as applicable; “isolate(d)” or “isolation” means where no gas can flow directly or indirectly from the transporter’s network;

“maximum consumption” means: (i) the maximum amount of gas that we will be required to supply to the site(s) in any period as specified in the contract option; or (ii) where your agreement is concluded verbally, 120% of the EAC or the AQ, as applicable for the relevant site;

“meter” means the equipment measuring the amount or gas you use at a site(s);

“meter asset maintainer” or “MAM” means a third party who manages the performance and safety of a meter during its lifecycle;

“meter asset provider means the third party who provides a

meter to you;

“meter number” means the unique meter reference number assigned by the transporter to each meter, being an MPRN for a gas

“meter operator” means a meter asset maintainer and/or meter asset provider;

“microbusiness customer” means a customer: (i) where the agreement is for the supply of gas, consuming less than 293,071 kWh’s of gas a year or (ii) having fewer than ten (10) employees and having an annual turnover or annual balance sheet total of less than two million Euros (€2,000,000). Any customer falling within these parameters will automatically be a microbusiness customer; “minimum consumption” means: (i) the minimum amount of gas that we will supply to you in any period as specified in the contract option; or (ii) where your agreement is concluded verbally, 120% of the EAC or the AQ, as applicable for the relevant site;

“network operator” has the meaning given in National Grid’s Grid Code, as amended from time to time;

“new connections” means the provision of infrastructure to connect your site(s) to a transporter’s network;

“Ofgem” means the Office of Gas and Electricity Markets, which regulates electricity and gas markets in Great Britain;

“out of contract rate” means the rate (published on our website) which we charge customers for supply when they have not transferred supplier even though their agreement with us has ended;

“personal information” means any personal information we hold about you (if you are an individual) or any individuals engaged by

you (including directors, employees or other staff) such as names, addresses and e‐mail addresses;

“price” means the charges and any other amounts which we have the right to include in an invoice (without deduction or set off) together with any VAT and/or CCL payable;

“reasonable and prudent operator” means a person seeking in good faith to perform its contractual obligations, and in doing so and in the general conduct of its obligations, using the skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator complying with applicable law engaged in the same type of business in the same or similar conditions;

“renewal price” means the price that we quote to you for supply

for a subsequent supply period;

“settlement period” has the meaning given to it in the BSC, being a period of 30 minutes beginning on the hour or the half‐hour; “site(s)” means the premises and/or property we supply to as detailed in the contract option;

“smart metering equipment” means any of the following (as applicable):

(a) a data logging device for connection to a meter; or

(b) a communications capable smart metering system, which complies with any relevant industry requirements; or

“SOQ” means the “Supply Offtake Quantity” of the meter, which represents the maximum daily consumption for the meter;

“start date” means: (i) the earliest ‘start date’ shown in the contract option as ‘start date’ or the earliest date on which we become registered as the supplier for your site(s), whichever is the later; or (ii) for a deemed contract, the date on which we become registered as the supplier;

“supplier certificate” means any certificate, document or evidence as required by HM Revenue & Customs, which details and substantiates the amount of your supply which is eligible for relief from CCL pursuant to Schedule 6 Article 125 of the Finance Act 2000 and HMRC Notice CCL1/3 Reliefs and special treatments for taxable supplies. This includes, but is not limited to, the CCL PP11 exemption certificate;

“supplier of last resort” means a licensed supplier appointed by the authority under a last resort direction made under the act(s); “supply” means the supply to you of gas as identified in the contract option;

“supply period” means the period from the start date to the end date;

“system average price” has the meaning given to it in the Uniform Network Code;

“system buy price” means:

for the supply of gas, the higher of: (i) the system average price (plus the default system marginal

(a) price), and; (ii) the highest balancing transaction made by the transporter(s) in the relevant period; and

“term” has the meaning given to it in clause 2.1 below; “termination notice” means a notice given by you to terminate the agreement in accordance with clause 11.5 below; “transporter” means the owner of the relevant transportation system, distribution system or transmission system;

“Uniform Network Code” means the code of that name prepared by the Joint Office of Gas Transporters, as amended from time to time;

“VAT” means value added tax as described in the Value Added Tax Act 1994; and

“voluntary arrangement” means either a company voluntary arrangement or an individual voluntary arrangement, as applicable.

(2) THE AGREEMENT

(2.1) Your agreement starts on the date on which you receive an email from us confirming our acceptance of the agreement (following which you will receive a countersigned copy of the agreement) (the “commencement date”). Your agreement will continue until the end date (the “term”) unless it is terminated in accordance with these general terms.

(2.2) During the term of the agreement, we will supply gas to you in accordance with the terms of the agreement.

(2.3) By agreeing to the terms of the agreement, you warrant that: (a) you own or have the right to enter into this agreement in respect of each site which we are being requested to supply; and (b) the gas that we supply to you is for your own consumption.

If either of these warranties ceases to be true at any time, you shall inform us immediately in writing (which may include by email).

(2.4) We will ensure that the site(s) transfer to us within 21 days of the
commencement date, unless:

(a) the start date shown on the contract option is more than 21 days from the commencement date (in which case we will complete the transfer by the start date on the contract option, unless any of 2.4(b) to (e) below applies); or

(b) you notify us that you no longer wish such transfer to take place; or

(d) we do not have available to us all the information required to enable us to complete the transfer (having taken all reasonable steps to obtain it); or

(e) your site is part of an exempt distribution system; or

(f) we cannot complete the transfer for any other circumstance outside our control which we have taken all reasonably practicable steps to resolve.

If any of the circumstances in 2.4 (c) to (e) apply, we will ensure that the relevant site(s) transfer to us as soon as reasonably practicable and, in any event, within 21 days of the date on which such circumstance ends.

(2.5)If site(s) do not transfer to us on time for any reason and the failure to transfer is not as a result of: (i) our failure to comply with the terms of this agreement; and/or (ii) our failure to comply with our obligations as a supplier of gas; we will have the right to invoice you for our losses in relation to gas we have purchased in anticipation of the supply to you. You must pay the invoice within ten (10) days of the date of the invoice.

Deemed contracts

A deemed contract arises if you’ve become responsible for site(s) where we currently supply energy and/or there are standing charges applicable to the site(s), but you have not entered into an agreement with us for that energy and/or standing charges.

(2.6) A deemed contract arises if you’ve become responsible for site(s) where we currently supply energy and/or there are standing charges applicable to the site(s), but you have not entered into an agreement with us for that energy and/or standing charges.

(2.7) If you have a deemed contract with us:

(a) these general terms will apply to the deemed contract, with the exception of clauses 2.1, 2.3, 4, 2.5 and 2.9; and

(b) we will charge you for supply at our deemed contract

(2.8) You can end your deemed contract at any time by:

(a) entering into an agreement with us;

(b) transferring to another energy supplier; or

For the avoidance of doubt, if you have a deemed contract you are not required to provide us with any notice should you wish to transfer to another supplier.

Microbusiness customers

(2.9) If you are a microbusiness customer, you will:

(a)be provided with details of the principal terms and conditions for microbusiness customers which will apply in addition to these general terms other than where described in the principal terms;

(b) within ten (10) days of entering into the agreement, receive copies of the general terms and a statement of the renewal terms which will apply at the end date; and

(2.10) Specific terms apply to microbusiness customers in relation to termination of this agreement. These are set out in clauses 11.5(a) and 10.

(2.11) This clause 2.11 provides notice to you that we intend to obtain data that shows us the quantity of gas supplied to the site(s) in any one or more periods of less than one month (the “granular data”) and that we may use this granular data to help us to provide energy services under this agreement. You may at any time object to us obtaining the granular data by providing written notice to us (which may be given by email). If you object we will only collect or store the granular data to the extent required to: (i) meet our obligations under the agreement; and/or (ii) comply with our licence conditions.

(3) OUR OBLIGATIONS

(3.1)Our obligation to supply you is conditional upon the following requirements:

(a) Your credit score (and/or any credit support we request) being acceptable to us;

(b) us having a licence to supply the site(s) in accordance with the relevant act;

(d) where we supply gas to you under this agreement, you having notified us, at least 28 business days before the start date of the name, telephone and facsimile numbers of three representatives who can be contacted in an emergency for each of the sites. If these persons or details should change, you must notify us immediately;

(e) us being registered as the sole supplier for each meter;

(f) you providing us with the meter number for each meter;

(g) the sites being connected to a transporter’s network;

(h) agents being appointed for each meter;

(i) the site(s) not being green deal premises.

(3.2) If any of the conditions listed in clause 3.1 stops being satisfied or the warranties you give at clause 2.3 cease to be true at any time during the term in relation to one or more sites: (i) our obligation under this agreement to supply those sites will come to an end (ii)we may, if we choose, also stop supply to the other sites covered by this agreement; and (iii) we may recover from you any costs we incur relating to your failure to satisfy such conditions or give such variety.

(3.3) If you satisfy the requirements in clause 3.1, we will supply you in accordance with the act. Title and risk of the gas will pass to you at the meter.

(3.4) We will act as a reasonable and prudent operator when carrying out our obligations under this agreement.

(3.5) We will perform those obligations for which we are responsible as set out in clause 4 below.

(4) THE OBLIGATIONS

Meters and Access

(4.1) You must ensure that the equipment installed at your sites is suitable for supply. If your equipment is not suitable for supply, or if we have to do anything to ensure the safety of supply to the site(s) or meters, we will arrange for the installation, maintenance or replacement of the equipment and, where we reasonably believe that the reason for such installation, maintenance or replacement is as a result of your failure to maintain, properly use or wilfully damage the equipment, you will pay our costs for doing this in accordance with clauses 5 and 6 below. If, during the term, your equipment is replaced because you choose to upgrade it or because you require different equipment for your business needs, this shall be at your own cost. You must also notify us of this replacement and ensure that the new equipment is suitable for supply.

(4.2) You agree to:

(a) protect the equipment against physical damage (howsoever caused) and any other interference (whether caused by third parties or not), ensure that the meter and its housing complies with all applicable regulations, and not dispose of or use the equipment other than to comply with your obligations under this agreement;

(b) provide power, water, and drainage as required for the equipment;

(c) ensure that all equipment installed is kept in proper order for the purpose of accurately registering the quantity of gas supplied;

(d) at all times provide safe and reasonable access to all equipment; and

(e) at all times to keep the equipment properly insured.

(4.3) You will notify us, as soon as reasonably practicable, where changes are made to any equipment and will, at all times, be responsible for maintaining and ensuring the safety of all equipment, unless otherwise notified by us. You will provide proof, on demand, in a form reasonably satisfactory to us, that you are complying with this maintenance requirement.

(4.4) If either of us believes that there is a problem with the accuracy of the meter, we will notify the other. Where either of us provides such a notification to the other, we will ensure that the meter is examined as soon as practicable in accordance with the act. The meter will continue to be deemed to be accurate until the examination of it has conclusively found it to register inaccurately. Except where the meter is owned by us or the transporter or agent appointed by us, you will be responsible for all costs incurred by us where it is found to register inaccurately in violation of the requirements under the act. If, however, the meter is found to register accurately then the costs will be paid by the person that provided the original notifications.

(4.5) You will continue to make payment for supply under this agreement where a dispute as to the accuracy of a meter has been raised in accordance with clause 4.4. If it is found that the meter is registering inaccurately, we will have the right to invoice you for any additional costs (and you will be required to make payment for such costs in accordance with this agreement) or we may, where money is owed to you, set this off against any future invoices or make a refund of the amount to you, at our discretion.

(4.6) Where your meter is a half hourly meter, you will ensure that you have entered into an agreement with a meter operator before the start date.

(4.7) You will ensure that your agents operate at all times as reasonable and prudent operators and will be responsible for all costs that we incur as a result of damage caused to, or removal of, the equipment.

(4.8) You will notify us as soon as reasonably practicable if you believe that there has been damage to or interference with equipment and agree to provide us with all information, which we may reasonably require in relation to such damage or interference. If you wilfully damage or interfere with any equipment, we may immediately end this agreement, and you will indemnify us for all costs we reasonably incur.

(4.9) You will ensure that all installations, plant and equipment for which you are responsible comply with any relevant law or regulation and that you perform your obligations under this agreement as a reasonable and prudent operator.

(4.10) We will appoint an agent to read the meter in accordance with normal industry meter reading cycles, and you may inform us that you wish to provide meter reads to us directly (either yourself or via your third party supplier). In the case that you wish to provide meter reads, you will ensure that they are provided to us: (i) in accordance with applicable industry meter reading cycles; (ii) within the timescale notified by us, and (iii) in a format that can be electronically sent and loaded onto our systems. If you fail to comply with (i), (ii) or (iii) above we reserve the right to invoice you for the costs we have incurred in appointing an agent to read the meter

(4.11) Where you are the ‘meter owner’ as defined in the act, you will, throughout the duration of this agreement, have a contract in force with a meter asset maintainer or meter asset provider approved by us.

(4.12) Where we choose, or have an obligation, to install smart metering equipment to a site, we will install the relevant smart metering equipment to comply with our choice or obligation and will have the right to do so at any point throughout the duration of this agreement. You agree to provide us or our agent with access to install the smart metering equipment and you agree to co‐ operate fully with us or our agent in carrying out the installation. Unless otherwise agreed, you will not incur any expense in relation to an installation under this clause 4.12. Where you request that we provide you with data from the smart metering equipment we may agree to do so but reserve the right to charge you additional costs for providing such data.

(4.13) Where supply to you is curtailed by the transporter as a result of firm load shedding due to a gas deficit emergency, we will pay you a DSR payment. The DSR payment is made in consideration for the provision by you to us of an involuntary demand side response service. We will make the DSR payment as soon as reasonably practicable following receipt by us of payment from the relevant gas shipper. The terms “firm load shedding”, “gas deficit emergency” and “DSR payment” have the meanings given to them in the Uniform Network Code.

Your supply

(4.14) You agree that:

(a) you will not at any time, without our prior written consent, exceed the maximum consumption. We will not have any obligation to supply in excess of the specified maximum consumption, but we will be entitled to charge you for any such supply at the greater of the price in p/kWh as set out in: (i) the contract option or, where your agreement is concluded verbally, the price in p/kWh as verbally agreed; or (ii) the system buy price, and for any additional costs we incur in supplying gas in excess of the maximum consumption, and you will pay such charges in accordance with the provisions of clauses 5 and 6 below; and

(b) if you anticipate that there is a risk that the maximum consumption may be exceeded, you will provide us with a request for the additional supply by giving us a minimum of six (6) week’s prior written notice, detailing your requirements. We will make reasonable efforts to meet such request, but will be under no obligation to satisfy your request. We will have the right to invoice you for any additional costs we incur in relation to such a request and you will be required to pay such invoice in accordance with the provisions of clauses 5 and 6 below; and

(c) where a site is a daily metered site, you will inform us if the SOQ changes at any time during the term.

(4.15) You warrant that you are not a domestic user.

(4.16) You agree to indemnify us and our group companies for any costs we incur where, notwithstanding any other provision of this agreement, we supply gas in accordance with the terms of this agreement but where we deliver at volumes which are outside the parameters of the minimum consumption and maximum consumption.

Moving out or stopping supply

(4.17) You will give us at least 30 days’ notice in accordance with clause below if you cease to own or occupy any site or if gas is no longer consumed at any site (the “end notice”). You will be liable for the price until the end of the notice period or until a new owner or occupier assumes responsibility for the price, whichever is the

(4.18) The end notice must contain the following details:

(a) your customer number, name and address;

(b) the date on which you will leave the site(s); and

(c) the name and address of the person or business taking responsibility for the site(s), together with any contact details for them you may

(4.19) If you let or sublet a site, you will be responsible for supply to that site unless your tenant or subtenant has entered into an agreement for supply with us.

(4.20) If you are moving from a site to a new address, you must:

(a) end the agreement in accordance with clause 11 below; or

(b) enter into a new agreement with us for supply to your new address on terms relevant to such address

Interrupting supply (gas supply only)

(4.20) If any of your site(s) are interruptible, the terms and conditions relating to interrupting supply contained in the Appendix to these general terms will also apply to your agreement.

Change of control

(4.22) You agree to notify us within ten (10) business days where there is a change in the control of your business.

(5) PRICE AND CHARGES

(5.1) You agree to pay the price in accordance with the terms of this agreement. Time for payment will be of the essence in this agreement.

(5.2) We may invoice you at any time for additional costs not included in the charges (and you must pay such amounts in accordance with clause 6), or we may (acting reasonably and at our option) vary the charges to take account of these costs, where:

(a) you breach any terms of the agreement, including our reasonable costs when we try to get back money you owe to us (when you do not have a genuine reason to disagree when you owe us money) and any administration costs for dealing with the supply;

(b) you fail to keep an agreed appointment with us or our agent or subcontractor and we incur a charge as a result;

(c) you fail to comply with the terms of this agreement, to meet deadlines notified by us or to comply with a reasonable instruction we give to you;

(d) you decide to make payment for supply by credit card (in which case we may add an amount that is equal to 3% of the price to cover the banking costs we incur);

(e) we incur costs levied by any third party in connection with the meter and/or supply at the relevant site(s) (including but not limited to: (i) any unidentified gas costs payable in respect of the supply; and (ii) costs in respect of transportation levied due to changes in the cost of transportation, distribution or transmission (as relevant) imposed by the relevant transporter);

(f) one or more site(s) cease to be interruptible (for gas supply);

(g) we incur any amounts as a result of any directions or requirements of the Secretary of State under the act, the enactment or coming into force of any legislation or regulations which determine the price of gas to suppliers, or we become responsible for increased costs (that are outside of our control) from the transporter or authority as a result of us being a supplier of gas to the site(s);

(h) any information provided to us by you or your representative or agent is incorrect;

(i) there is a delay in the start date due to circumstances beyond our reasonable control;

(j)your actual off‐take is less than the minimum consumption creating a delivery shortfall, in which case, the amount payable by you for the delivery shortfall will be calculated by multiplying the delivery shortfall by the charges;

(k) you change the way in which you pay for your supply, in which case we reserve the right to change your charges to reflect any increased cost in processing the payment. For the avoidance of doubt, the cheapest way for you to pay for your supply is by direct debit; or

(l) specifically provided for in this agreement.

(5.3) You will be charged CCL unless: (i) you send to us completed supplier certificates, to be received no later than five (5) business days prior to their application; (ii) your supply is less than the de minimis limit per day pro‐rated for the period of the invoice; or (iii) you take supply pursuant to clause 16 below (from renewable energy sources or from good quality CHP sources), in which case you will not be charged CCL on the proportion of energy sourced from renewable energy sources or from good quality CHP sources, but will be charged an amount equivalent to or less than CCL. Relief from CCL cannot be backdated and we will not be liable in any way as a result of late receipt of your supplier certificates.

(5.4) You will be responsible for the payment of all taxes (including VAT), levies, duties, imposts and other fiscal charges which arise in connection with the supply of gas under this agreement and will reimburse us for any interest, penalties, liabilities and expenses (including reasonable legal expenses) incurred by us as a result of your delay in paying

(5.5) We will not be legally responsible if we have not charged you enough VAT because the information you provide to us is incorrect. If there is an increase in the VAT actually payable, you will have to pay the difference.

(6) PAYMENT

(6.1) We will invoice you for the price and you will pay the price in cleared funds within ten (10) days of the date of the invoice by direct debit or as otherwise agreed in the contract option.

(6.2) We may use any money you pay to us or any money we owe you to pay off what you owe under this agreement.

(6.3) Without affecting any other right or remedy that we may have, if you fail to make any payments to us in accordance with this clause 6, we may charge interest on the outstanding amount from the due date for payment until full payment is made at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly.

(6.4) If:

(a) we are not provided with an up to date meter reading or actual consumption data in relation to one or more site(s); and/or

(b) we do not receive the relevant information from third parties (including, without limitation, the meter operator, the data collector, and the previous supplier) in relation to one or more site(s); and/ or

we may: (i) issue an invoice based on your own meter reading; or (ii) issue an invoice based on your estimated usage, and you will pay this invoice in accordance with this clause 6. If, having received accurate data or readings, we determine that the amount you have paid to us for the invoice is more than the amount due, we will set off the overpayment against subsequent invoices. If the amount you have paid is less than the amount due, we will include the additional amount in the subsequent invoice and you will pay the invoice in accordance with this clause 6.

(6.5) Subject to clause 6.6 below, if any amount payable is the subject of a bona fide dispute, you must pay the undisputed portion of the invoice in accordance with this clause 6. When the disputed portion of the invoice is agreed or the amount determined, you will pay the amount to us within five (5) business days following such agreement or determination.

(6.6) If you have elected to benefit from consolidated billing (i.e. you will receive an invoice containing charges for more than one site), and any amount payable is the subject of a bona fide dispute, you will pay the entirety of the invoice and we will negotiate in good faith to agree the disputed amount. If, following the discussions, we agree that an amount is owed to you, we will include such amount as a credit in your next invoice.

(6.7) If an invoice has been based on inaccurate information, we will, as soon as reasonably practicable, submit a revised invoice to you following the receipt of accurate information.

(7) CHANGES TO THIS AGREEMENT

(7.1) Without prejudice to the provisions of clause 6 above and except where specified in this clause 7, this agreement may only be varied by an agreement in writing signed by both of us or expressly approved by each of us by email.

(7.2) In the case of new connections, where supply does not commence on the start date detailed in the contract option, we may at our sole discretion and without your agreement, defer the end date by a period equal to that by which the start date is delayed.

(7.3) If either of us wishes to vary the agreement, we will submit details of the requested change to the other in writing (which may be given by email).

(7.4) If either of us requests a change to the agreement, we will, within a reasonable time, provide a written estimate to you of:

(a) the likely time required to implement the change;

(b) any necessary variation to our charges arising from the change;

(d) any other impact of the change on this agreement.

(7.5) If you wish us to proceed with the change, we have no obligation to do so unless and until we have agreed in writing (which may include by email) the necessary changes to our charges, and any other relevant terms of this agreement.

(7.6) Notwithstanding clause 7.1, we may from time to time and without advance notice or agreement by you, change the agreement in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or charges for the supply. We will notify you of such changes.

(8) CONFIDENTIAL INFORMATION AND USE OF PERSONAL INFORMATION

(8.1) Each of us will keep in strict confidence: (i) all technical or commercial know‐how, specifications, inventions, processes or initiatives which have been disclosed to us by the other’s employees, agents, consultants or subcontractors; and (ii) any other confidential information concerning the other’s business or products which we may obtain which is marked as being confidential (“confidential information”).

(8.2) Each of us may disclose such confidential information:

(a) to our respective employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out our respective obligations under this agreement; and

(b) as may be required by law, court order or any governmental or regulatory authority.

(8.3) Each of us will ensure that our respective employees, officers, representatives, advisers, agents or subcontractors to whom we disclose such information comply with clauses 8.1 and 8.2 above.

(8.4) Each of us agree not to use any of the other’s confidential information for any purpose other than to perform our respective obligations under this agreement.

(8.5) Where you provide personal information to us, you confirm that: (i) you have obtained the permission of the relevant individuals to provide such personal information to us; and (ii) the relevant individuals agree that the personal information can be used for the purposes set out in this agreement. If the relevant individuals withdraw this permission at any time, you will inform us immediately.

(8.6) The data controller of the personal information will UKGas Supply Limited.

(8.7) We or our agents may use personal information:

(a) to carry out our obligations under this agreement;

(b) to carry out credit checking and monitoring, as set out in clause 1;

(c) to contact you (including by post, e‐mail, phone, text or other forms of electronic communications) to provide information, products or services which we believe may interest you, or to carry out market research (except where you have asked that the relevant individuals are not contacted for such purposes);

(d) to carry out quality assurance checks;

(e) to help to prevent and detect fraud; and

(f) if we are under a duty to disclose the personal information for legal or regulatory reasons.

(8.8) We may monitor and record any communication we have with you, including phone conversations and e‐mails for quality assurance purpose.

(9) RESPONSIBILITY FOR LOSS AND DAMAGE

(9.1) This clause 9 sets out our entire financial responsibility to you (including any responsibility for the acts or omissions of our employees, agents, consultants and subcontractors) in respect of:

(a) any breach of this agreement, including any deliberate breach of this agreement by us, or our employees, agents or subcontractors;

(b) any use made by you of the supply; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

(9.2) We are legally responsible to you without limit if we or our agents injure or kill somebody (or cause somebody to be injured or killed) because we or they have been negligent or because we have acted fraudulenly.

(9.3) Subject to clause 9.2, we will not be liable for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss or corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses (the “excluded losses”). This limitation to our liability shall apply even if we were aware at the time of entering into this agreement that loss of a type falling within the excluded losses was a likely consequence of us breaching our obligations under the agreement. Subject to clause 9.2, our total liability to you will be limited to the lower of: (i) six times the average monthly price for your supply; or (ii) one million pounds sterling (£1,000,000); for each and every claim you may have against us under or in relation to this agreement.

(9.4) Each sub‐clause in this clause 9 applies separately. If a court or authority tells us that we cannot enforce a certain clause, the other sub‐clauses will still apply.

(9.5) Neither of us will be liable to the other for failure to fulfil our obligations under this agreement due to a force majeure event except to the extent specified in clause 15.5 below.

(9.6) The party affected by the force majeure event will notify the other as soon as reasonably practicable of the force majeure event (providing all relevant information relating to it) and will take all reasonable steps to mitigate the effect on its ability to perform its obligations under this agreement. The party affected by the force majeure event will immediately notify the other party when the force majeure event ends.

(9.7) Under no circumstances will we be liable to you for any loss caused by any act or omission of an agent appointed by you.

(9.8) You agree to indemnify us against any claim from any third party or other liability incurred by us as a result of your failure to comply with your obligations under this agreement.

(9.9) This clause 9 shall survive termination of this agreement.

(10) CREDIT ASSESSMENT

(10.1) You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and data in relation to you will be processed by and on behalf of us in connection with the supply to help us to make decisions about your ability to pay for the supply to your site(s).

(10.2) The payment terms set out in this agreement are based on our assessment of your creditworthiness at the commencement date. Subject to clause 10.4, if, at any time: (a) we (in our sole discretion) reasonably determine that your creditworthiness or credit risk is materially different than at the time when this agreement was entered into; and/or (b) any credit insurance or credit support in place for your agreement is withdrawn (either fully or partially; then we may serve notice upon you: (i) setting out amendments to the terms of this agreement; and/or (ii) requiring you to put in place a form of credit support determined by us.

(10.3) If you fail to comply with any request we make pursuant to clause 10.2 within five (5) business days of us providing the notice to you, we may terminate this agreement immediately. We shall also be entitled to recover from you all of the costs we incur which result from ending this agreement early.

(10.4) Clauses 10.2 and 10.3 shall not apply where you or your business enters into administration or a voluntary arrangement with people you or your business owe money to (your creditors).

(11) ENDING THIS AGREEMENT

Our right to end this agreement

(11.1) This agreement will terminate automatically if you stop trading, if your business is wound up you go into liquidation or have a bankruptcy order made against you or you or your business goes into receivership.

In addition, we can end this agreement wholly or in respect of one or more sites:

(a) if keeping to any clause in this agreement means we would be breaking the law;

(b) pursuant to clause 4.8, where you willfully damage or interfere with any equipment;

(d) if you materially breach the agreement and the breach is not capable of remedy;

(e) if you materially breach the agreement and, if the breach is capable of remedy, we notify you of the breach and you do not remedy it to our reasonable satisfaction within ten (10) business days of such notification;

(f) where you transfer a site to a third party without our consent or you cease to be the owner of a site; or

(g) where the authority appoints a supplier of last resort to the site(s).

(11.2) If any of clauses 11.1(a) to 11.1(g) applies, unless we tell you otherwise in writing (which may include by email), the agreement will end immediatley.

(11.3) If:

(a) your business goes into administration; or

(b) your business enters into a company voluntary arrangement; or

then we will be entitled to terminate this agreement in the following circumstances:

(i) if the insolvency office‐holder consents to the termination of the agreement; or

(ii) if the court grants permission for the termination of the agreement, or

(iii) if any charges in respect of the supply that are incurred after you entered administration or the voluntary arrangement took effect are not paid within 28 days, beginning with the day on which payment is due.

(11.4) We are entitled to terminate supply in the following circumstances:

(a) we give written notice to the insolvency office‐ holder that supply will be terminated unless the insolvency office‐holder personally guarantees the payment of any charges in respect of the continuation of supply after you entered administration or the voluntary arrangement took effect; and

(b) the insolvency office‐holder does not give that guarantee within 14 days of receiving the notice.

Your right to end the agreement

(11.5) If you wish to end this agreement on the end date:

(a) if you are a microbusiness customer, you must provide us with no less than thirty (30) calendar days’ prior written notice of such termination; or

(b) if you are a non‐microbusiness customer, you must provide us with no less than three (3) months’ prior written notice of such termination; and

(c) you can serve a termination notice at any time during the agreement, but the date of termination cannot be prior to the end date. Any termination notice must be served in accordance with clause 11.

(11.6) Prior to the end date, you must:

(a) ensure that you have entered into a new agreement with us for the period following the end date; or

(b) have ended this agreement in accordance with clause 11.5, paid all outstanding invoices and have registered with a new supplier; or

(c) have requested that the site(s) be disconnected or isolated. If you have requested that the site(s) be disconnected or isolated, and you have not reached the minimum consumption, clause 5.2(j) will apply.

(11.7) If you want site(s) to be isolated, you must give us not less than two (2) months’ prior written notice. You will be liable for the price until the end of the notice period or until the site(s) are isolated, whichever is later.

Failure to transfer to another supplier at the end date

(11.8) Where we continue to be the registered supplier after this agreement has ended (including where you have registered with a new supplier by the end date but have not transferred to this supplier by the end date), the terms and conditions contained in this agreement will continue to apply until you transfer to another supplier, except that you will be charged at our out of contract rate.

(11.9) If you are being charged at our out of contract rate, you can change supplier at any time, on the condition that there is not an outstanding balance on your account.

Failure to end the agreement in accordance with its terms

(11.10) If you are a microbusiness customer, and you fail to end this agreement on the end date in accordance with clause 11.5, the provisions of clauses 11.8 and 11.9 will apply.

(11.11) If you are a non‐microbusiness customer, upon the end date, the agreement will automatically renew for a further period of twelve (12) months., The agreement will automatically renew on the basis of the current charges, unless we have provided you with a renewal price, in which case the renewal price will apply to the renewal period of your agreement.

Force majeure

(11.12) Either of us may end this agreement in accordance with clause 15.4 below where a force majeure event continues for more than three (3) months.

Consequences of ending this agreement

(11.13) On ending this agreement for any reason:

(a) you agree to immediately pay to us (or we will have the right to set off against any amounts we have received from you which may become refundable as a result of the ending of the agreement) all of the outstanding unpaid invoices and interest;

(b) in respect of gas supplied but for which we have not provided you with an invoice, we may submit an invoice based on the closing meter reading, which will be payable immediately on receipt together with any other amounts due under this agreement. Where the closing meter reading is not available or the meter has transferred to a new supplier, we will use the meter reading used by the new supplier;

(c) in respect of any amounts that we have to pay to third parties as a result of entering into this agreement which we are unable to mitigate, we may submit an invoice, which you will pay immediately on receipt or which we will have the right to set off against any amounts we have received from you which may become refundable as a result of ending the agreement; and

(d) you will, within a reasonable time, return all of our equipment. If you fail to do so, then we may enter your site(s) and take possession of it. Until they have been returned or repossessed, you will be solely responsible for their safe keeping.

(11.14) If this agreement terminates before the end date (other than a termination pursuant to clause 11.12) and the termination is not as a result of our failure to comply with the terms of this agreement, we have the right to invoice you for any losses we incur as a result of the agreement ending early. You will pay such invoice in accordance with the payment terms of this agreement.

(11.15) On termination of this agreement (however arising) the following clauses will survive and continue in full force and effect:

(a) clause 8 (confidential information);

(b) this clause 11 (ending this agreement);

(12) DISCONNECTION OR ISOLATING/DE‐ENERGISING A METER

(12.1) We may disconnect or isolate a meter in the following circumstances:

(a) if we end this agreement because you are in breach of any of your obligations under this agreement;

(b) pursuant to clause 11.4;

(d) where no gas (as relevant) is used for a consecutive period of six (6) months. In any event, the transporter may remove the means of supply from an isolated meter which is not re‐ established after twelve (12) months; or

(e) on notice (or without notice where necessary for safety purposes) to:

(i) avoid danger or because failure to do so would or might involve us being in breach of industry regulations;

(ii) avoid interference with supply to another person which we reasonably believe may result from or be caused by your meter installation; or

(iii) to enable maintenance or repair work to be carried out.

(12.2) Where this agreement has been terminated:

(a) so long as we remain the registered supplier and you remain the owner, occupier or agent responsible for the meter, you will remain liable for the price. For the avoidance of doubt, this will be the case even if the meter(s) have been disconnected or isolated or you vacate or cease to consume gas) at the site(s); and

(b) notwithstanding any such disconnection or isolation, you will remain liable for all costs reasonably associated with such action and any subsequent re-establishment of supply.

(12.2) We may require you at any time, by providing prior notice to you, to temporarily refrain from using gas and we may (at our sole discretion) temporarily discontinue supply to you for any reason set out in clause 12.1(e)

(13) TRANSFER OBJECTION

(13.1) We have the right to enter an objection under the customer transfer process and prevent an alternative supplier from registering the meter(s) or site(s) for any of the following reasons:

(a) if you attempt to transfer to an alternative supplier before the end date in breach of this agreement;

(b) if there are any amounts that are owed by you under this agreement which have not been paid in accordance with the agreement or are disputed;

(d) if we have the right to object to the transfer of a meter number and it is related to or associated with another meter number, in which case we will also have the right to enter an objection in relation to the related or associated meter.

(13.2) If we choose to enter an objection in accordance with clause 13.1 above, you will have no right to bring any claim against us in relation to the obligation.

(14) EMERGENCY

(14.1) You must contact the transporter(s) immediately in the event that a loss of supply causes, or you reasonably believe may cause, an emergency or safety critical situation. Emergency contact details for transporters can be found on your invoice or on our website www.ukgassupply.com

(14.2) If we are given a direction under section 2(1)(b) of the Energy Act 1976 (or other similar, amendment or supplementary statutory provision or regulation), prohibiting or restricting the supply of gas, to specified persons then, for so long as the direction is in force and so far as is necessary or expedient for the purposes of, or in connection with, the direction:

(a) we will be entitled to discontinue or restrict the supply of gas to the site(s); and

(b) you will refrain from using, or restrict your use of gas on being notified by us that you should do so.

For avoidance of doubt, notification under this clause 14.2 may take the form of email communication or oral communication, by telephone or otherwise.

(14.3) You should also be aware that the network operator can discontinue or restrict your supply in some circumstances.

(15) FORCE MAJEURE

(15.1) Provided that you or we (as relevant, being the “affected party”) have complied with the provisions of clause 15.3 below, the affected party will not be in breach of this agreement, nor liable for any failure or delay in performance of any of its obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (a “force majeure event”), including but not limited to any of the following:

(a) acts of God, including fire, flood, earthquake, windstorm or other natural disaster;

(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) pandemic or epidemic;

(f) compliance with any law;

(g) exceptionally adverse weather conditions including hurricanes or tornadoes;

(h) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

(i) any labour dispute, including but not limited to official strikes, industrial action or lockouts;

(j) shortage of fuel due to protests, blockades or other action of individuals or organisations, whether acting collectively or otherwise;

(k) non‐performance by suppliers or subcontractors; and

(l) interruption or failure of utility service, including but not limited to electricity, gas or

(15.2) Where there is a force majeure event, the corresponding obligations of the other party will be suspended to the same extent.

(15.3) If subject to a force majeure event, the affected party will not be in breach of this agreement if:

(a) the affected party promptly notifies the other in writing (including by email) of the nature and extent of the force majeure event causing its failure or delay in performance;

(b) the affected party could not have avoided the effect of the force majeure event by taking precautions which, having regard to all the matters known to us before the force majeure event, it ought reasonably to have taken, but did not; and

(c) the affected party has used all reasonable endeavors to mitigate the effect of the force majeure event, to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

(14.4) If the force majeure event continues for more than three (3) months, either of us may give written notice to the other to end this agreement. The notice to end the agreement must specify the end date, which must not be less than fifteen (15) calendar days after the date on which the notice is given. Once a notice to end the agreement has been validly given, the agreement will terminate on the end date set out in the notice.

(14.5) If a force majeure event occurs, each of us will bear half of any loss incurred by UKGas Supply Limited from selling the gas that has not been supplied to you but which was secured, in anticipation of your supply, on the open market. We will invoice you for such amount and you will pay such amount to us in accordance with clause 6. If we make a gain as a result of selling the gas we will share half of the gain with you by applying a credit to your account.

(16) GENERAL

(16.1) If at any time we choose not to enforce any part of this agreement, this will not stop us from doing so in the future.

(16.2) Where we use the word “including” in this agreement, it will be read as “including without limitation”.

(16.3) Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

(16.4) If a Court or other authority determines that part of this agreement is not valid, the rest of the agreement will not be affected.

(16.5) These general terms and the contract option constitute the whole agreement between us (unless you are a microbusiness customer in which case the documents identified in clause 2.9 will also apply) and supersede any previous arrangement, understanding or agreement between us in relation to the supply. If there is any inconsistency between any of these documents, they should be interpreted in the following order of priority (the first taking precedence): the contract option; the general terms.

(16.6) We each acknowledge that, in entering into this agreement, neither of us has relied on any statement, representation, assurance or warranty other than as expressly included in this agreement.

(16.7) Neither of us may, without the prior written agreement of the other (such agreement not to be unreasonably withheld or delayed), assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement, BUT UKGas Supply Limited may at any time: (i) assign or transfer our rights and obligations under this agreement to any group company; and/or (ii) subcontract all or any of our rights or obligations under this agreement.

(16.8) A person who is not a party to this agreement will not have any rights under or in connection with it.

(16.9) With the exception of a termination notice, a notice or other communication we or you may give must be addressed to:

(a) for you – (i) your broker (where a broker was used to negotiate the agreement) or to your Company Secretary at your registered business address; and

(b) for us – to the following address or email:

Customer Services

UKGas Supply Limited

16 Sheepfoot Lane

Prestwich Manchester M25 0BN

Email: customercare@ukgassupply.com

(16.10) Notices must be in writing and delivered by first class post or by email. With the exception of termination notices, notices sent: (i) by first class post will be assumed to have arrived on the second day after they were posted; and (ii) by email will be assumed to have been received on the day they were sent.

(16.11) Any termination notice will only be valid if in writing and sent: (i) by recorded signed for delivery marked for the attention of the Customer Services Team Leader to our current business address as notified to you; or (ii) to the email address terminations@ukgassupply.com. Your termination notice will be acknowledged by us in the following timescales:

(a) if sent by recorded signed for delivery within five (5) business days from the first day following the day on which the termination notice was received; or

(b) if sent by email within five (5) business days from the day on which the email was

If we do not acknowledge the termination notice within the timescale referred to in clause 17.11 (a) and/or (b) (as relevant) then the termination notice will be deemed to have not been received. If you do not receive an acknowledgement, please contact us so that we may check our records. If we have not received a termination notice, we may ask you to resend it.

(16.12) The provisions of this clause 17 will not apply to the service of any legal

(16.13) All references to time in this agreement are to the time in the United Kingdom.

(17) DISPUTE RESOLUTION

(17.1) If any dispute arises in connection with this agreement, you and we will first attempt to resolve the dispute in accordance with our customer complaints procedure which is available on our website.

(17.2) If the dispute is not resolved in accordance with clause 18.1, clause 19.2 will apply.

(18) GOVERNING LAW AND JURISDICTION

(18.1) The laws of England apply to this agreement and any dispute or claim arising out of or in connection with it.

(18.2) The courts of England will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

ANNEX

In this Annex 1, when the following words are shown in bold, they have the meanings shown below:

“interrupt” or “interruption” or “interruptible” means the complete cessation or restriction of supply of gas to a meter; and

“interruption notice” means the notice provided (in accordance with the Uniform Network Code) by telephone or facsimile requesting interruption.

(1) INTERRUPTING SUPPLY (GAS SUPPLY ONLY)

(1.1) You are obliged to inform us in writing if site(s) are interruptible before you sign the contract option. If you fail to inform us then you will be liable for any losses we incur as a result of your failure to inform us that site(s) are interruptible.

(1.2) Notwithstanding paragraph 1.1, where site(s) are ‘interruptible’, you agree to interrupt or permit us and/or a third party (including a transporter) to interrupt supply to such site(s). We and/or the transporter will have the right to request and do this for no more than forty-five (45) calendar

(1.3) If we or the transporter wish to request an interruption, we will provide you with at least three (3) hours’ notice, or such other period as may be determined by a transporter in an interruption notice: (i) by telephone; and/or (ii) by email (by sending the interruption notice to you). Any interruption notice will specify the site(s) to be interrupted, the day on which the interruption will start and the interruption start

(1.4) You will, within thirty (30) minutes of the interruption notice being sent, confirm to us by email or telephone that either: (i) the interruption will take place prior to, or at the time specified in the interruption notice or explained to you by telephone; or (ii) notify of any circumstances known to you which might prevent the interruption occurring at the time specified in the interruption notice. If you fail to interrupt at the times and in accordance with the conditions of the interruption notice received or explained to you, the transporter will impose additional charges, which we will invoice to you and which you will pay to us in accordance with clause 6.1 of the general terms.

(1.5) Ours and the transporter’s right to interrupt are in addition to any rights to disconnect or isolate supply under this agreement or the Uniform Network Code.

(1.6) When the interruption has ended, we or the relevant transporter will, as soon as reasonably practicable, notify you by email or telephone and you may recommence supply.

(1.7) You agree not to take supply in excess of the volume specified for the period specified in the interruption notice until the recommencement of supply.

(1.8) In exercising our right in relation to an interruption, we or the relevant transporter may take any steps available to isolate or disconnect the supply and you will allow us and/or the transporter and/or our representatives or agents safe, full, free and uninterrupted access to the site(s) and will reimburse us for any costs and expenses reasonably incurred in respect of taking such steps or any subsequent reconnection or restoration of the connection of the supply.

(1.9) You will ensure that a telephone and designated email address will be manned 24 hours a day by someone authorised to receive and confirm instructions in relation to interruptions. You will notify us in writing of the identity of this person and of any changes to this person giving at least five (5) business days’ notice of any such change. You further agree that you will respond to any communication from the relevant transporter when that communication is permissible under the terms of the Uniform Network Code.

(1.10) If site(s) identified as interruptible in the contract option cease being interruptible, the provisions relating to interruption in this agreement will cease to apply to such site(s) and we may adjust the charges relating to such site(s).