Energy Intelligence Centre Limited

General Client Terms and Conditions

1 INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:

1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes.

2 BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Client’s written or oral request for services constitutes an offer by the Client for EIC to provide the Services on an exclusive basis in respect of all of the Client’s present and future locations where the Client is responsible for payment of utility charges, in accordance with these Conditions.
2.3 The Client’s request shall be deemed to be accepted when EIC issues its written Proposal and either all parties have signed it or EIC has commenced providing the Services, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of EIC which is not set out in the Contract.

3 EXCLUSIVITY
3.1 The Client acknowledges and agrees that EIC shall be the Client’s exclusive provider of the Services to all the Client’s present and future locations where the Client is responsible for payment of utility charges, during the Term. The Client agrees not to instruct any third parties to supply services that are the same as or similar to the Services during the Term.
3.2 If the Client breaches clause 3.1, the Client shall indemnify EIC for the loss of income to EIC.
3.3 For the avoidance of doubt Clause 3.2 will not apply to any current or future subsidiary organisations where Services are performed by third parties as part of pre-existing arrangements prior to being introduced to EIC.

4 PROVISION OF INFORMATION
4.1 The Client acknowledges that EIC will require information from it to carry out the Services and the Client agrees to provide EIC with such information as may be required by EIC, in a format acceptable to EIC, and to keep EIC informed as changes occur, particularly (but not limited to) in respect of changes to the Client’s supply locations. In particular the Client agrees to provide EIC with:
4.1.1 details of the supply locations;
4.1.2 invoices – a minimum of the last electricity and gas invoice for each supply location and meter point covered by this Contract and preferably invoices for a full 12 months;
4.1.3 half hourly data – any available data relating to the half hourly electricity consumption for Client supply locations with the appropriate meter installed;
4.1.4 Supplier contracts – copies of all existing electricity and gas supply contracts and copies of any renewal prices as they are notified;
4.1.5 contacts – names, addresses, titles, telephone, fax and e-mail address of Client personnel selected to be the Client’s key contacts; and
4.1.6 letter of authority – appropriate authority letters to Suppliers completed on the Client’s headed paper, authorising EIC to negotiate and accept electricity and gas contract prices on behalf of the Client and to deal directly with Suppliers for the purpose of obtaining those contract prices, billing or other information relevant to this Contract and any other information reasonably requested by EIC relating to the provision of the Services.
4.2 The Client acknowledges and agrees that in addition to the information to be supplied by the Client, EIC may seek such further information and/or make additional enquiries insofar as EIC, at its discretion, thinks appropriate.
4.3 The Client acknowledges that any failure or delay to provide the information detailed in clauses 5.1 or 5.2 may affect EIC’s ability to carry out the Services, including the timing of its approach to the market for the purpose of trading or obtaining energy prices. EIC shall have no liability to the Client for any failure or delay in EIC providing the Services to the Client due to the Client’s failure or delay in providing such required information in accordance with clauses 5.1 and 5.2.
4.4 The Client acknowledges that once all the required information has been supplied by the Client to EIC there may be a further period of time before EIC are able to provide the Services due to, among other things, the Supplier performing a credit checking process, collecting data from EIC, shaping such data for the Client. EIC shall keep the Client updated as to progress during this period and shall inform the Client when it is able to commence the Services.
4.5 The Client acknowledges that delays caused by a Supplier will impact EIC’s commencement of the provision of the Services. Such delays are outside EIC’s reasonable control and EIC accepts no liability for delays caused by any Suppliers.
4.6 The Client acknowledges and agrees that EIC, in carrying out the Services, shall use any information supplied by the Client in accordance with these Conditions and that EIC shall process and store such information together with data obtained by EIC from Suppliers.

5 CLIENT’S OBLIGATIONS
5.1 The Client shall:
5.1.1 ensure that the terms of the Proposal are complete and accurate;
5.1.2 co-operate with EIC in all matters relating to the Services;
5.1.3 provide EIC, its employees, agents, consultants and subcontractors, with access to the Client’s locations as reasonably required by EIC;
5.1.4 provide EIC with such information (including the information pursuant to clause 5) and materials as EIC may reasonably require in order to supply the Services, and ensure that such information is accurate in all respects;
5.1.5 adhere to the terms and conditions of supply for the Client’s existing and future Suppliers;
5.1.6 pay, on receipt of validation reports provided by EIC, the invoices listed to the relevant suppliers;
5.1.7 provide EIC with a copy of the Client’s remittance advice for bills paid pursuant to clause 5.1.6; and
5.1.8 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
5.1.9 not disclose any pricing information provided by EIC as this is considered confidential information and intended for the clients use only.
5.1.10 ensure that EIC is party to all communications between the Client and Supplier.
5.1.11 ensure that EIC are given the opportunity to attend any meetings between the Client and Supplier.
5.1.12 pay the percentage refund/savings to EIC as agreed in the Proposal.
5.2 If EIC’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
5.2.1 EIC shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays EIC’s performance of any of its obligations;
5.2.2 EIC shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from EIC’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3 the Client shall reimburse EIC for reasonable costs or losses sustained or incurred by EIC arising directly or indirectly from the Client Default.

6 EIC’S OBLIGATIONS
6.1 EIC shall:
6.1.1 co-operate with the Client in all matters relating to the Services;
6.1.2 shall supply the Services using reasonable care and skill;
6.1.3 at all times act with reasonable diligence to procure the Services expeditiously;
6.1.4 assist The Client in obtaining and maintaining all necessary licenses, permissions and consents which may be required before the date on which the Services to start.

7 INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by EIC.
7.2 The Client grants to the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy, modify and utilise the Client’s intellectual property for the purposes of the provision of services under this agreement.
7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.

8 DATA
8.1 The Client shall be solely responsible for the accuracy of data provided to EIC and EIC shall rely on the data provided to it by the Client for the performance of the Services and under no circumstances shall EIC be liable to the Client for any losses incurred by the Client due to inaccuracies in such data.
8.2 The Client shall indemnify EIC against all damages, losses, claims, liabilities and expenses resulting from EIC’s use of data provided by the Client that subsequently turns out to be inaccurate, misleading or not up-to-date.
8.3 EIC shall pass the Client’s data to third parties in accordance with EIC’s Data Protection Policy in order for EIC to provide the Services to the Client and the Client agrees that EIC may process the Client’s data in this way.

9 DATA PROTECTION
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 9, Applicable Laws means (for so long as and to the extent that they apply to EIC) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
9.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and EIC is the processor.
9.3. Without prejudice to the generality of clause 9.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to EIC for the duration and purposes of the Contract.
9.4. Without prejudice to the generality of clause 9.1, EIC shall, in relation to any personal data processed in connection with the performance by EIC of its obligations under the Contract:
9.4.1. process that personal data only on the documented written instructions of the Client unless EIC is required by Applicable Laws to otherwise process that personal data. Where EIC is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, EIC shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit EIC from so notifying the Client;
9.4.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
9.4.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
9.4.4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
9.4.4.1. the Client or EIC has provided appropriate safeguards in relation to the transfer;
9.4.4.2. the data subject has enforceable rights and effective legal remedies;
9.4.4.3. EIC complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
9.4.4.4. EIC complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
9.4.5. assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.4.6. notify the Client without undue delay on becoming aware of a personal data breach;
9.4.7. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and
9.4.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 9

10 PAYMENT
10.1 Unless otherwise notified on the Proposal, EIC shall receive payment directly from the Suppliers for the provision of the Services.

11 CONFIDENTIALITY
11.1 Each party undertakes that it shall not at any time disclose to any person, Supplier or third party any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
11.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
11.2.2 as may be required by law, court order or any governmental or regulatory authority.
11.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
11.4 This clause 11 shall survive termination of the Contract.

12 LIMITATION OF LIABILITY
12.1 EIC shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2 EIC’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of Commission received by EIC in the twelve (12) month period immediately preceding the loss for this site(s) to which the claim relates.
12.3 This clause 12 shall survive termination of the Contract.

13 TERM AND TERMINATION
13.1 This Contract shall commence on the date of the Proposal and shall continue in force for the period specified in the Proposal (“Initial Term”) and thereafter this Contract shall renew for consecutive term(s) unless either party provides a written notice of termination between 90 and 120 days prior to the Contract’s expiry date (together the “Term”).
13.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach;
13.2.2 the other party is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party; an application is made to court, or an order is made, for the appointment of an administrator or administrative receiver; or the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
13.3 Without limiting its other rights or remedies, EIC shall have the right to suspend provision of the Services under the Contract if the Client becomes subject to any of the events listed in clause 13.2.2, or EIC reasonably believes that the Client is about to become subject to any of them.

14 CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
14.1 the Client shall immediately pay to the EIC all of the EIC’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the EIC shall submit an invoice, which shall be payable by the Client immediately on receipt;
14.2 the Client shall return all of the EIC Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the EIC may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
14.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15 GENERAL
15.1 Force majeure:
15.1.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of EIC including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of EIC or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.1.2 EIC shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15.1.3 If the Force Majeure Event prevents EIC from providing any of the Services for more than four (4) weeks, EIC shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
15.2 Notices: Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
15.3 Waiver:
15.3.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.3.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15.4 Severance:
15.4.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.4.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.6 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.7 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by EIC.
15.8 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.