Terms and Conditions

Version: July 2024

The General Terms

1 Definitions and Interpretation

1.1 Definitions:

‘Affected Party’ means a Party that is affected by a Force Majeure Event;

‘Business Day’ means a day on which clearing banks are open for business in London but excludes Saturday, Sunday and any other day which is a legal holiday in London;

‘Charges’ means the charges that You shall pay Us, as set out in the Proposal and as may be further described in the relevant Product Schedule;
‘Commencement Date’ has the meaning given in clause 2.1;

‘Contract’ means these General Terms, the Proposal and the Product Schedules;

‘control’ has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression ‘change of control’ shall be construed accordingly;

‘Customer Default’ has the meaning given in clause 4.2;

‘Data Protection Legislation’ means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (such term having the meaning given in the Data Protection Legislation);

‘Force Majeure Event’ means events, circumstances or causes beyond a Party’s reasonable control;

‘General Terms’ means these terms and conditions as amended from time to time;

‘Intellectual Property Rights’ means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;

‘Limitation Period’ means the period of four years commencing on the day on which You became, or ought reasonably to have become, aware of the event having occurred;

‘Materials’ means all records, reports, documents, papers, drawings, designs, calculations, models, transparencies, plans, specifications, design details, photos, graphics, photographs, brochures, CAD materials, logos, typographical arrangements, schedules, programmes, bills of quantities, budgets software, and all other materials in whatever form, including hard copy and electronic form, prepared in the provision of the Services;

‘MSA’ means the Master Services Agreement entered into between You and Zenergi Limited (if applicable);

‘Party’ means either You or Us, as the context requires, and ‘Parties’ shall mean both You and Us;

‘Privacy Policy’ means the Zenergi Group privacy policy, as published on the website www.zenergi.co.uk, as may be updated from time to time;

‘Proposal’ means the document titled ‘Proposal’, setting out certain details of the Contract, such as the identification of the relevant Zenergi Company and details of the chosen Service and the Charges;

‘Product Schedule’ means the product schedule relevant to the Service that is incorporated into a Contract, which describes the chosen Service in detail and includes any additional terms that apply to that Service;
Services: the services, supplied by Us to You as set out in the Proposal and Product Schedule.

‘We/Us/Our’ means the Zenergi Company identified in the Proposal with whom the Contract is made;

‘Zenergi Company’ means the member of the Zenergi Group entering into a Contract, as identified in the relevant Proposal;

‘Zenergi Group’ means Zenergi Limited and its Group from time to time; and

1.2 ‘Zenergi Limited’ means Zenergi Limited, a company registered in England and Wales with company number 4988178.Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.5 A reference to writing or written includes email but not fax.

2 Basis of contract

2.1 A Contract will only be entered into and be legally binding once the Proposal is signed by You and Us at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.2 Any samples, drawings, descriptive matter or advertising issued by Us, and any descriptions or illustrations contained in Our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.3 These General Terms apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3 What You can expect

3.1 We shall provide the Services to You in accordance with the Contract in all material respects and using reasonable skill and care.

3.2 We shall comply with:

a. all laws and regulations relating to Our activities under the Contract; and

b. with any conditions binding on Us in any applicable licences, registrations, permits and approvals.

3.3 We shall begin providing the Services to You on the Commencement Date. We shall use reasonable endeavours to meet any performance times or dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4 Where necessary to comply with any applicable law or regulatory requirement, We reserve the right to amend the Services, provided that such amendment shall not materially affect the nature or quality of the Services. We shall notify You if this is necessary.

3.5 Except as otherwise provided under the Contract, all warranties either expressed or implied, are excluded to the fullest extent permissible by law.

4 Your obligations

4.1 You shall, at Your own expense:

a. ensure that the contents of the Proposal are complete, accurate and satisfy Your needs and expectations;

b. co-operate with Us in all matters relating to the Services;

c. provide to, or procure for, Us, Our employees, agents, consultants and subcontractors, access to the premises, office accommodation and other facilities as reasonably required by Us for Our performance of the Services;

d. promptly provide Us any such information, data, drawings and materials We may reasonably require in order to provide the Services, and ensure that such information is complete and accurate in all respects;

e. where applicable to the Services, prepare Your premises as necessary for Our provision of the Services;

f. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

g. comply with all additional obligations set out in the Proposal and the Product Schedule; and

h. comply with all laws and regulations relating to Your activities under the Contract, as they may change from time to time, and with any conditions binding on You in any applicable licences, registrations, permits and approvals.

4.2 If Our performance of any of Our obligations under the Contract is prevented or delayed by any of Your acts or omissions or Your failure to perform any relevant obligation “Customer Default”:

a. without limiting or affecting any other right or remedy available to Us, We have the right to suspend performance of the Services until You remedy the Customer Default, and to rely on the Customer Default to relieve Us from the performance of any of Our obligations, in each case to the extent the Customer Default prevents or delays Our performance of any of Our obligations;

b. We shall not be liable for any costs or losses You sustain or incur arising directly or indirectly from Our failure or delay to perform any of Our obligations under the Contract; and

c. You shall reimburse Us on written demand for any costs or losses We sustain or incur arising directly or indirectly from the Customer Default.

4.3 Where, during Our provision of the Services, You provide information, instruction, direction or notice relating to any office, site, school or other location, You warrant and represent that You have the necessary permission and authority to give such information, instruction, direction or notice on behalf of that office, site, school or other location and accordingly, where that is not the case, You shall indemnify Us and keep Us indemnified against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) We suffer or incur as a result.

5 Payment for the Services

5.1 You shall pay Us the Charges as set out in the Contract.

5.2 We shall send You an invoice or invoices for the Charges at the times stated in the Proposal and the Product Schedule. If no time(s) is stated, We shall invoice You at a time(s) We consider appropriate. We shall be permitted to invoice the Charges in instalments. You shall pay Our invoices in full, without deduction, set-off or withholding of any kind. You shall pay them in cleared funds to Our nominated bank account within thirty (30) days of the date of invoice. Time for payment of Our invoices shall be of the essence of the Contract.

5.3 All amounts payable by You under the Contract are exclusive of VAT. Where We make any taxable supply for VAT purposes under the Contract, You shall pay Us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is made for the supply of the Services.

5.4 We may, from time to time, vary Our Charges. Where We do so, We shall provide You with written notice (which will, for the purpose of this clause 5.4, include via email to an email address You have provided).

5.5 Where payment of any of Our invoices, Charges or other sums due to Us under the Contract is overdue, then without limiting Our remedies under the Contract, You shall pay interest on any overdue sum from the date payment was due until the date it is made in full (whether before or after judgment). This interest shall accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6 We, and any other member of the Zenergi Group, may set off against any amounts We owe to You under the Contract, the MSA or any other contract made pursuant to the MSA, any sum outstanding from You to Us or any other member of the Zenergi Group under the Contract, the MSA or any other agreement You have with Us or any member of the Zenergi Group. Intellectual Property Rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by You) shall be owned by Us.

6.2 We grant to You, or shall procure the direct grant to You of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract for the purpose of receiving and using the Services.

6.3 You shall not sub-license, assign or otherwise transfer the rights granted in Clause 6.2.

6.4 You grant to Us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by You to Us for the term of the Contract for the purpose of providing the Services.

7 Limitation of liability

7.1 Nothing in the Contract shall limit or exclude liability for any matter for which liability cannot be limited or excluded at law.

7.2 Neither Party shall be liabe to the other Party for any:

a. indirect or consequential loss; or

b. any loss of profit, loss of revenue, loss of opportunity or goodwill, loss of actual or anticipated savings (even when advised of the possibility of the same), loss or corruption of data or any exemplary, punitive or special damages.

7.3 Subject to clauses 7.1 and 7.2 and save as provided by clause 7.4, the maximum aggregate liability of a Party under the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to the greater of:

a. the total charges We have received under the Contract in the twelve-month period immediately preceding the event giving rise to the liability; and

b. £5,000.

7.4 Our maximum aggregate liability to You for damage to tangible property caused by Our negligence shall be limited to £1,000,000.

7.5 Unless You notify Us that You intend to make a claim in respect of an event within the Limitation Period, We shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

7.6 Each Party shall indemnify and keep indemnified the other Party against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by by the other Party arising out of or in connection with any breach of the Contract.

8 Termination and suspension of Services

8.1 Without affecting any other right or remedy available to it, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if:

a. the other Party commits a material breach of any term 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 to do so;

b. the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

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

d. the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2 Without affecting any other right or remedy available to Us, We may terminate the Contract with immediate effect by giving written notice to You if:

a. You fail to pay any amount due under the Contract or any other contracts made under the MSA (if applicable) on the due date for payment;

b. a right to terminate the MSA arises for Zenergi Limited (if applicable);

c. a right to terminate any contract made under the MSA arises for the Zenergi Company that entered that contract (if applicable); or

d. You undergo a change of control.

8.3 Without affecting any other right or remedy available to Us, We may suspend the supply of Services under the Contract if:

a. You fail to pay any amount due under the Contract, any other contract made under the MSA or the MSA (if applicable) on the due date for payment;

b. You become subject to any of the events listed in clause 8.1(c) or clause 8.1(d), or We reasonably believe that You are about to become subject to any of them; and

c. We reasonably believe that You are about to become subject to any of the events listed in clause 8.1(b).

9 Consequences of termination

9.1 On termination or, where applicable, expiry, of the Contract, You shall immediately pay to Us all of Our outstanding unpaid invoices and interest. We shall submit invoices in respect of Services supplied for which no invoice has been submitted, which shall be payable by You immediately.

9.2 Termination or, where applicable, expiry, of the Contract shall not affect any rights, remedies, obligations or liabilities of either Party that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination or expiry.

9.3 Any provision of these General Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10 Third-parties

10.1 We shall be permitted to sub-contract the performance of any of the Services (in whole or part).

10.2 We may, at any time, assign any or all of Our rights and obligations under the Contract.

10.3 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under the Contract without Our prior written consent.

10.4 Members of the Zenergi Group may enforce Our rights under the Contract but unless otherwise expressly stated, nothing in the Contract shall give rise to any further rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.5 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11 Notices

11.1 Any notice given to a Party under or in connection with the Contract shall be in writing and shall be:

a. delivered by hand or by pre-paid first-class post or other next Business Day delivery service:

i. if addressed to Us, at Our registered office marked for the attention of the Chief Finance Officer; and

ii. if addressed to You, at Your registered office (if a company) or Your principal place of business (in any other case).

b. Sent by email to the address as notified by one Party to the other from time to time.

11.2 Any notice shall be deemed to have been received:

a. if delivered by hand, at the time the notice is left at the proper address;

b. if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00am on the second Business Day after posting; or

c. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 11.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

11.3 This clause 11 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12 Data protection

12.1 Each Party shall act in accordance with the Data Protection Legislation. Additionally, We will follow Our Privacy Policy.

13 Force Majeure

13.1 Other than in relation to the payment of any monies or interest to Us under the Contract, an Affected Party shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract to the extent such delay or failure result from events, circumstances or causes beyond its reasonable control.

13.2 The Affected Party shall:

a. as soon as reasonably practicable after the start of the Force Majeure Event but no later than two (2) days from its start, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

b. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14 Disputes

14.1 The Parties shall follow Our complaints procedure: Zenergi complaints procedure (as updated from time to time)

15 General

15.1 The Contract constitutes the entire agreement between the Parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each Party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.

15.3 We may, from time to time, make changes to the Contract. These changes could take the form of the addition or removal of clauses, or variations to existing clauses. We will notify You of the date from which any changes shall take effect and We will always provide you with no less than thirty (30) days’ prior written notice of those changes. Any changes made in this way shall have the effect of updating the Contract from the date set out in the notice. Other than this and except as may be set out elsewhere in the Contract, no variation of shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

15.4 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision is deleted under this clause 15.7, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.6 Each Party is an independent contractor and nothing contained in the Contract shall be deemed or construed as creating the relationship of partnership or of joint venture.

15.7 Throughout the continuance of the Contract and for a period of six months following its termination (for any reason), You shall not attempt to solicit or entice away, or solicit or entice away, from the employment or service of Us or any member of the Zenergi Group the services of any person with whom You have had contact as a result of entering the Contract and/or receiving the Services. These restrictions apply to You acting directly or indirectly and on Your own behalf or on behalf of, or in conjunction with, any firm, company or person. These restrictions are required in order to protect the legitimate business interests of the Zenergi Group.

15.8 The laws of England shall govern the Contract and each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with the Contract, including any question regarding its existence, validity, formation or termination.

Emergency Contacts

Your chosen energy supplier, negotiated through Zenergi, supplies Your energy but it’s your local Distribution Network Operator (DNO) who maintains the power lines and gas pipes that connect Your home; school; college or business to the network.

In the event of a power cut or gas leak You will need to determine Your local DNO for your electrical supply, by referring to your invoice for the 13 digit MPAN. The first two digits on the bottom line (13) relate to your area and the DNO to contact;-