In this document the following words shall have the following meanings: - 
1.1    “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2    “Client” means the organisation or person who purchases Services from the Supplier;
1.3    “End Client” means the party for whom Services are provided where this is not the Client, either on a “White Labelling” basis or under the Supplier’s name through a third party;
1.4    “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
1.5    “Letter of Authorisation” or “LOA” refers to a document on the Client’s headed paper and signed by a representative of the Client permitting the Supplier to request relevant information on the Client’s behalf for the purpose of completing the work in the Specification Document.  The example Letter of Authorisation is in the Specification Document. 
1.6    “Normal Working Hours” means Monday to Friday (excluding Bank Holidays) between the hours of 9:00 and 17:00.
1.7    “Services” means the services provided by the Supplier to the Client, as set out in the Specification Document;
1.8    “Software” means any program or other operating information used by a computer including, but not limited to, CO2manager
1.9    “Specification Document” means a statement of work, Quotation, Proposal, Order Acknowledgement or other similar document describing the Services to be provided by the Supplier;
1.10    “Supplier” means Energise Ltd; Registered in England and Wales (Reg. No. 06470379) with Registered Office:  8 Eaton Court, Colmworth Business Park, St Neots, Cambridgeshire PE19 8ER
1.11    “White-Labelling” means Services provided by the Supplier to an End Client which have been branded to make it appear as though they are being delivered by the Client.


2.1    These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Client. 
2.2    The Supplier shall submit to the Client a Specification Document which shall specify the services to be supplied and the price payable.  The Specification Document is the agreed record between the Supplier and Client of the Services to be delivered.  All Specification Documents shall be subject to these Terms and Conditions. 
2.3    The Supplier shall use all reasonable endeavors to complete the services within estimated time frames but, unless an agreed delivery date is set out in the Specification Document, time shall not be of the essence in the performance of any services. 


3.1    The price for the supply of services is set out in the Specification Document.   
3.2    Invoiced amounts shall be due and payable within 30 days following receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment in line with the Late Payment of Commercial Debts (Interest) Act 1998. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to make payment, the Client shall be responsible for issuing such purchase order before the services are supplied. For the avoidance of doubt, the Supplier will not be responsible for delays to the delivery of the Specification caused by the Client failing to issue a purchase order.

3.3    The price for the supply of services will be reviewed annually (usually in April) and changes will be notified to you in writing.
3.4    Our current rates, are available on request from support@netzeroclub.com

All prices are subject to the addition of VAT which is currently charged at 20%. VAT will be charged at the appropriate rate at the time of billing.

3.5    Aborted Site Survey fees will be charged at the hourly rate of the individual carrying out the work for travel time and time on site.
3.6    Prices quoted in the Specification Document are subject to the pre-site work information being as provided by the Client in relation to location, accessibility, floor area, unit size, complexity of operation and condition prior to provision of a Specification Document.
3.7    Any necessity to conduct additional Services due to provision by the Client of misleading information, or a request by the Client for the Supplier to compile additional information in order to complete the Services, will be subject to additional fees to be agreed in writing with the Client prior to completion.
3.8    Where authorisation to complete additional work is not given the Client will still be charged for work already completed even if the final deliverable cannot be achieved as per any original quote.
3.9    Prices quoted are subject to pre-proposal information being as provided by the Client in relation to organisation size, complexity, number of energy supplies or sources, required timetables and availability of data.
3.10    Prices quoted for site works are based on delivery of work during the Supplier’s Normal Working Hours. An additional fee of 50% of the original site works cost may be charged for site works required outside of the Supplier’s Normal Working Hours. 


4.1    All services shall be required only to conform to the specification in the Specification Document.  For the avoidance of doubt no description, specification or illustration contained in any sales or marketing literature of the Supplier and no representation, written or oral, correspondence or statement shall form part of the contract. 
4.2    Amendments to the Specification Document must be agreed in writing by both parties and may be subject to a revised fee.


5.1    All reasonable measures shall be taken to ensure that services as set out in the Specification Document are delivered in line with the dates in the Specification Document; however, where incidents outside of the Supplier’s control cause a delay to this delivery, the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the services. 
5.2    Where incidents outside of the Supplier’s control cause a delay to the originally agreed timetable of delivery, the Supplier makes no guarantees that the revised delivery date will be equal to the original delivery date plus the number of days over which the delay impacted the project. The original delivery timetable will have been agreed based on availability of resources during that original delivery timetable period, and the Client should be aware that those resources may not remain available in the new delivery timetable period.


6.1    To enable the Supplier to perform its obligations under this Agreement the Client shall:
6.1.1    co-operate with the Supplier’s reasonable requests;
6.1.2    provide the Supplier with any information reasonably required by the Supplier;
6.1.3    obtain all necessary permissions and consents which may be required before the commencement of the services; and 
6.1.4    comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties. 
6.2    The Client shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Client’s failure to comply with Clause 6.1.
6.3    Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Specification Document, the Client shall be required to pay to the Supplier as agreed damages and not as a penalty  the full amount of any third party costs to which the Supplier has committed and in respect of cancellations the full amount of the services delivered to date for which payment has not yet been received by the Supplier plus six months of the annual fee on a pro-rata basis, and the Client agrees this is a genuine pre-estimate of the Supplier’s losses in such a case.  For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 6.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause should such failures not be remedied by the Client within 30 days of receiving written notice from the Supplier that this Clause 6 has been breached. 
6.4    In the event that the Client or any third party (from which the Supplier has requested further information in relation to the Client using a Letter of Authorisation) shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Client as soon as possible and:
6.4.1    the Supplier shall have no liability in respect of any delay to the completion of any project;
6.4.2    if applicable, the timetable for the project will be modified accordingly on agreement in writing by both parties;
6.4.3    the Supplier shall notify the Client at the same time if it intends to make any claim for additional costs and will provide evidence and reasonable grounds for doing so.
6.5    The Client shall provide a comprehensive scope of required works by completing the Supplier’s template data collection form to enable the Supplier to commence the services for the Client. 
6.6    Minor amendments required by the Client to the works shall be included within the scope of the Specification Document but major amendments shall be excluded from the scope of the Specification Document and shall be comprised in a further Specification Document.  Whether or not the required works comprise minor amendments or major amendments shall be at the absolute discretion of the Supplier. 
6.7    Feedback on and requests for amendments to any Services to be provided to the Client by the Supplier shall be referred by the Client through the Supplier’s Helpdesk (for which login details will be provided on receipt of a signed copy of this Agreement).
6.8    Feedback and support requests submitted following completion of the Services by the Supplier shall be submitted by the Client through the Supplier’s Helpdesk
6.9    The Client shall conduct an operational test of any reports created by the Supplier as part of the Services prior to final sign off of the same. 
6.10    The Client shall provide any requisite Letter of Authority allowing the Supplier to request data from third parties and shall provide all reasonable assistance to facilitate the provision of such data.  The Client accepts that the Supplier shall not be responsible for the accuracy of such data so used in the delivery of reporting services, the Supplier being responsible only for the accuracy in the entry of such data into any Software package used for reporting and in the event that the required data is not forthcoming the Supplier shall make reasonable efforts to estimate data if appropriate and shall be entitled to submit incomplete reports if complete data is not provided. 
6.11    The Client hereby acknowledges as follows: -
6.11.1    that whilst the Supplier shall ensure any request for the negotiation of a utility supply contract together with consumption data is passed to a third party, the Supplier shall have no responsibility for the negotiation of, or failure to negotiate any supply contract by, any such third party
6.11.2    The Supplier shall have no responsibility for any Client’s legislative compliance with schemes which the Supplier may assist the Client with participating in. 


7.1    The parties may at any time mutually agree upon and execute new Specification Documents.  Any alterations in the scope of services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed services and price and any other terms agreed between the parties. 
7.2    The Client may at any time request alterations to the Specification Document by notice in writing to the Supplier.  On receipt of the request for alterations the Supplier shall, within 14 working days, advise the Client by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
7.3    Where the Supplier gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 14 working days of receipt of such notice, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
7.4    Where the Supplier gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms. 


8.1    The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices. 
8.2    Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.


9.1    The Client shall indemnity the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement.


10.1    Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a)    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b)    fraud or fraudulent misrepresentation;
(c)    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 
(d)    breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e)    defective products under the Consumer Protection Act 1987.
10.2       Subject to clause 10.1:
(a)    the Supplier 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 this Agreement; and
(b)    the Supplier's total liability to the Client in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed twice the price paid by the Client to which the claim relates.
10.3    The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
10.4    This clause 10 shall survive termination of this Agreement. 


11.1    A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this Agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.  Provided always that the Supplier may name the Client or the End Client as a client and utilise non-commercially sensitive information for marketing purposes.  In the event that the Supplier is providing services on a “white-labelling” basis, the Supplier reserves the right to name itself as the Supplier in the event that confirmation is sought by the End Client.  This clause shall survive termination of this Agreement.

12.1    Where set out in the Specification Document, the Supplier grants a restricted limited non-transferable, non-sub licensable, royalty-free non-exclusive licence to the Client for the use of CO2manager which is protected by copyright law and international copyright treaty provisions. Where Services are provided through a third party, the Supplier extends the use of this license to the End Client. The Client must ensure that the End Client agrees to the terms set out within this Clause 12.
12.2    The Client may copy the content of the Supplier’s Software for the purpose of archiving only provided that such copies retain all original proprietary notices. 
12.3    The Client is strictly prohibited from directly or indirectly modifying, translating, reverse-engineering, decompiling, disassembling, creating derivate works based on, or otherwise attempting to discover source codes including ideas or algorithms of the Supplier’s Software or programming. 
12.4    The Client is strictly prohibited from removing any proprietary notices or labels from CO2manager.
12.5    The Client is not permitted to lease or distribute the Supplier’s Software without the Supplier’s prior written consent which may be withdrawn at any time and following the withdrawal of such consent the Client shall forthwith destroy all copies.
12.6    The Intellectual Property Rights in CO2manager are the sole property of the Supplier. 
12.7    Save as may be provided herein or in the Specification Document all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law provided that where Software is supplied to a Client dealing as a consumer nothing herein shall affect the statutory rights of such a Client.


Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.1    The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 28 calendar days of being given written notice from the other party to do so;
13.2    The other party commits a material breach of this Agreement which cannot be remedied under any circumstances; 
13.3    The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; 
13.4    The other party ceases to carry on its business or substantially the whole of its business; or
13.5    The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrator receiver, manager, trustee or similar officer is appointed over any of its assets.
13.6    Subject to Clause 13.7, the Agreement can only be terminated on the first anniversary of service, or after this point has passed, on completion of the term stated in the Specification Document, giving not less than 3 months’ notice in writing to the other party. In the case that the Client terminates the Agreement, it shall be liable to pay the relevant fees for work delivered to date in that period.
13.7    The Agreement may be terminated by mutual consent in the event that changes to legislation waver the Client’s need for the Services. In the case that the Agreement is terminated, the Client shall be liable to pay the relevant fees for work delivered to date, including any work required to terminate the Services prematurely. 


14.1    All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Client shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.  For the avoidance of doubt, any data relating to the operation of the Client which is used in the delivery of the Services will remain the property of the Client. Any material created by the Supplier to present the operational data to the Client as part of the Services shall remain the property of the Supplier.

15.1    Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, productions, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.  

16.1    The Supplier and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. 


17.1    The risk in the Software shall pass to the Client on delivery. 
17.2    Title to the Supplier’s Software shall remain solely with the Supplier.
17.3    Access rights to the Software shall not pass to the Client until the Supplier has received payment in full (in cash or cleared funds) for:
(a)    The Software. 
(b)    Any other Software or Services that the supplier has supplied to the Client in respect of which payment has become due. 


18.1    Assignment and other dealings
(a)    The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party who shall be subject to the requirements of the Supplier’s quality management system. 
(b)    The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Agreement.


19.1    If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provisions eliminated. 

20.    WAIVER  

20.1    The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver from them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement. 

21.    NOTICES 

21.1    Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is provided be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.


22.1    This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreement, arrangements, undertakings or proposals, oral or written.  Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties. 


23.1    Nothing in this Agreement is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.


24.1     This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts. 


Net Zero Club

Energise Ltd

8 Eaton Court, Colmworth Business Park

St Neots PE19 8ER


Tel: +44 (0) 1480 220 280

Fax: +44 (0) 1480 220 279


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