TERMS AND CONDITIONS FOR THE SUPPLY OF GAS WITH FIXED TERM RENEWAL

1. Words and Phrases

The words and expressions used in the contract have the meanings set out in the glossary in clause 13.

2. Contract Duration

2.1 The contract takes effect from the date we agree, and continues until it is ended in accordance with this clause 2 or clause 7.

2.2 Unless the contract ends earlier in accordance with clause 2.3 or clause 7:

a) following the expiry of the fixed period, the contract will be renewed automatically and will continue for a further fixed term of no more than 12 months (as we specify when we notify you of the contract’s renewal); and

b) we may increase the charges from the date of the contract’s renewal, and if we do so we will inform you of the new charges when we inform you of the contract’s renewal.

You may end the contract at the end of any fixed period by informing us that you wish to end the contract, as long as you do so prior to the date that we set for this purpose. We will set this date in accordance with our supply licence. We will notify you of the minimum required notice period at the outset of the contract and again before the date occurs.

2.3 You should inform us that you wish to end the contract under this clause 2 by writing to us at Flogas Britain Ltd, 81 Rayns Way, Watermead Business Park, Syston, Leicester, Leicestershire, LE7 1PF or by emailing us at mains-gas@flogas.co.uk.

3. Gas Supply

3.1 We will supply gas to each site from the date at which we become the responsible supplier, and you will pay us the charges.

3.2 Unless we are relieved of our obligation to do so by our supply licence, we will become the responsible supplier for each site within 21 days of the date of the contract (or by any later date you have requested in the cover sheet or elsewhere or at expiry of your notice period with your existing supplier).

3.3 The gas will be delivered to each connection point by the network operator on our behalf. The network operator is responsible for maintaining the network and the connection of each site to the network, and it may disconnect the supply of gas in accordance with its legal rights to do so.

3.4 Ownership of and responsibility for the gas will transfer to you at the connection point, and you will be responsible for gas losses which are incurred on your side of the connection point.

3.5 We will only supply sites with gas that are not subject (under the industry codes) to daily meter reading.

4. Your Obligations

4.1 You confirm that no site is a property at which a supply of gas is taken wholly or mainly for domestic purposes. Please contact us if you are unclear what this means.

4.2 You will notify us before you make changes to any site that is likely to alter the amount of gas you consume in a day;

4.3 You agree:

a) to provide us with the assistance and information that we reasonably require to enable us to comply with our obligations under the contract, our supply licence and the industry codes;

b) to maintain the equipment and pipes at each site in good and safe working order and in compliance with law;

c) to ensure that each site remains connected to the network at the relevant connection point, and to maintain and comply with all necessary agreements and consents for such connection; and

d) not to enter into a contract with any third party for the supply of gas to any site during the fixed period.

4.4 You agree that we can pass on to third parties information concerning the supply of gas or information you provide to us, and we will do so in accordance with law, our supply licence and the industry codes.

4.5 You confirm that all of the information provided by you (or on your behalf) in relation to the contract is accurate and complete, and not misleading.

4.6 You agree that we may obtain from your previous gas supplier (or other relevant industry parties) any information we reasonably require in order to supply gas to any site.

4.7 If you believe that there is (or may have been) an escape of gas, you must immediately call the network operator on 0800 111 999 and they will provide any emergency services for which you must allow them access.

4.8 You agree to us contacting you in relation to the contract using any contact details you have provided to us.

5. Charges

5.1 You will pay us the charges. Amounts set out in the contract are stated exclusive of value added tax and climate change levy which will be payable by you (where applicable in accordance with law).

5.2 We will, each month or at such other intervals as we agree with you, send you an invoice in respect of the charges for the relevant period. We will send the invoice electronically through ebilling facilities. Ebilling facilities may (at our discretion) entail us sending the invoice to an email address maintained by you, or uploading into your My Account section on our website. You will maintain an email address for this purpose, and notify us of the address. You must keep your My Account password secure and confidential, and we may close your electronic account at any time without notice if we have reason to believe that the account is being accessed or used in an unauthorised manner.

5.3 You will pay the charges shown in each invoice to us by Direct Debit (unless otherwise agreed) within 14 days of the date of an invoice or statement.

6. Metering and Estimates

6.1 We will arrange for metering to be (or remain) installed at each site.

6.2 The metering will either belong to us or to another entity with which we have contracted. You will not own the metering, and will not be able to object to any transfer of the ownership of the metering that may take place or to its replacement with alternative metering.

6.3 You will allow our representatives reasonable access to each site at reasonable times to install, read, inspect, maintain,  remove  or  replace  the  metering. You also agree that this right of access extends to the entity that owns the metering, and to any of our contractors.

6.4 You will not interfere with the metering, and will make sure that it is not damaged. You will compensate us for any losses or costs that we incur as a result of damage to the metering.

6.5 Where we agree to replace the metering at your request, you will reimburse us for any losses and expenses that we incur (including abortive visit charges) in connection with such change other than those arising due to our failure to meet our obligations.

6.6 We will arrange for the metering to be read. You may also provide us with readings. We will use the readings you provide to us, but not if they are inconsistent with the readings taken by us or our contractor.

6.7 If a meter reading is not available, or is in our reasonable belief inaccurate, we will estimate the amount of gas used by you and will charge you accordingly. Any such estimates shall be subject to reconciliations as actual or more accurate information becomes available.

6.8 If you reasonably believe that the metering at a site is inaccurate, you can ask us to test the metering. If you ask us, we will arrange for the metering to be tested within a reasonable period. If the accuracy of the metering is found to be within the limits prescribed by the industry codes, you will reimburse us for the cost of the test. If the accuracy of the metering is found to be outside the limits prescribed by the industry codes, we will repair or replace the metering. If the accuracy of the metering is found to be outside the limits prescribed by the industry codes, we will also apply a reasonable adjustment (up or down) to the charges to reflect the inaccuracy.

6.9 If a site has smart metering, you consent to us obtaining, storing and using consumption data from the smart metering relating to periods of less than one month in duration. We will only use this data for the purposes of optimising settlement and forecasting; identifying gas efficient savings and  products; and the monitoring and control of potential gas theft. You may restrict us to obtaining, storing and using consumption data in respect of periods of one month or more by writing to us at Flogas Britain Ltd, 81 Rayns Way, Watermead Business Park, Syston, Leicester, Leicestershire, LE7 1PF.

7. Ending the Contract

7.1 Where you are no longer the owner or occupier of a site, the contract shall end in respect of that site from the date we enter into a gas supply contract for that site with another person (which may be deemed to occur under law).

7.2 If we serve a notice under clause 8.1, you may end the contract by informing us within 30 days after you receive the notice. In these circumstances, the contract will end 30 days after the date that you so inform us.

7.3 We may end the contract at any time for any or all of the sites if:

a) you fail to pay when due any amount payable by you under the contract, and do not pay such amount in full within 10 days after us informing you of such failure;

b) you are in material breach of any of the provisions of the contract (other than failures to pay), and such breach is not remedied to our reasonable satisfaction within 2 days after us informing you of such breach;

c) you are deemed in accordance with law to be unable to pay your debts, or any legal proceedings or other steps are taken in relation to: your winding- up or liquidation; the appointment of a liquidator, receiver, administrator, administrative receiver or similar officer in respect of you or your assets; a composition, assignment or arrangement with your creditors;

d) it becomes unlawful for you or us to comply with any material provision of the contract;

e) a landlord’s consent is required for us to become a supplier of gas to the site (including in order for us to use a network that is not operated by a statutory licensee), and you have not obtained such consent on terms acceptable to us (or that consent ends);

f) )  we have not been able to become the responsible supplier for the site within 30 days after the site first becomes subject to the contract; or

g) the site is subject (under the industry codes) to daily meter reading.

7.4 If we end the contract in respect of any or all of the sites in accordance with clause 7.3, we will inform you of the date the contract will end (and, if the contract is not ending, of the affected sites).

7.5 If we end the contract in respect of any or all of the sites in accordance with clause 7.3, you will compensate us for the losses and costs we incur as a result of the early termination of the contract and the enforcement of our rights.

7.6 The contract will end automatically and with immediate effect if our supply licence is revoked, or if a last resort supply direction (as defined in our supply licence) is given to another supplier in respect of the supply of gas to the sites.

7.7 If you take a supply of gas at any site after we end the contract in respect of the site, then the fixed period will end for the site but the contract will not. The contract will continue to apply until you stop taking a supply of gas from us. However, you will be charged at the out of contract charges, and you will have to reimburse us for all the costs that we reasonably incur until the supply to the site is disconnected or until another supplier becomes the responsible supplier.

7.8 The ending or expiry of the contract for whatever reason will be without prejudice to your and our rights and remedies which have accrued prior to the end or expiry of the contract. Such ending or expiry will also be without prejudice to the continuing validity of any provision of the contract which expressly or by implication is intended to come into or remain in force on or after the end or expiry of the contract.

8. Changes to our agreement

8.1 We reserve the right to increase the charges at any time by giving you prior notice if, due to circumstances beyond our control, the cost of supplying your connection point is greater than the charges. Where we increase the charges, you may end the contract in accordance with clause 7.2.

8.2 We may vary the charges at any time in order to reflect any change (howsoever arising) in the pass-through amounts. We will give you as much advance notice as we can, but we will not be able to do so if we have not been given advance notice of the change in the pass-through amounts.

8.3 The charges have been calculated based on information provided to us about the historic and expected pattern and quantity of gas use at each site. In the event that such information proves to be inaccurate, we reserve the right to vary the charges to take into account such inaccuracy.

8.4 In addition to our other rights under this clause 8, we may vary the contract (but not the charges or the duration of the fixed period) at any time by notifying you in writing not less than 30 days in advance of the new terms taking effect.

8.5 If you do not pay the charges by the payment date, we will charge you interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1988 (which is currently 8% above the Bank of England base rate).

8.6 If a Direct Debit request is returned unpaid by your bank twice in any 12-month period, or you fail to pay any invoice by its due date, we can charge you at the non-DD rate (rather than the charges) until you pay all the charges in full. We may also charge you an administration fee. This clause applies in addition to any other rights or remedies we may have.

8.7 Where any credit amount is due to you under the contract, we may use the credit amount to set-off against any amounts that you owe us under the contract (or that you owe to us or our affiliated companies under any other agreement). Set-off will settle both the amount owed to you and the amount you owe.

8.8 Where a credit arises under clause 8.7, we will reduce the amount we take by Direct Debit. However, if we have consented to payment terms other than by Direct Debit or if the credit is greater than the amount owing to us, then we will credit the amount to an account operated by us for that purpose. We will pay any such amount to you on request. We will send the reconciliation notice or credit note to your address as held by us, unless we are aware that you are no longer in occupation of the site and you have not provided a forwarding address.

8.9 Save as set out in clause 8.7, you will pay the charges in full without any deduction or set-off.

8.10 Your obligations under this clause 8 still apply even if you appoint a third party agent to provide bill processing or validation services.

8.11 If you do not pay any of the charges by the payment date, and you are more than 10 days late in making payment, all our unpaid invoices under the contract will be deemed to be immediately due and payable. In addition, we will be entitled to require you to:

a) pay the charges for each month in advance based on our estimate of likely gas consumption in that month (subject to a subsequent reconciliation against actual consumption at least once in every 12-month period); or

b) pay us a cash deposit in an amount equal to our estimate of our likely exposure to you under the contract (in which case title in such amount will vest in us, but we will pay you an equal amount after the payment of our final invoice following the end of the contract (subject to any amounts deducted by us in settlement of outstanding invoices under the contract)).

8.12 If you do not pay any of the charges by the payment date, we may pass information relating to you onto a credit reference agency.

8.13 If you have entered into any other agreement with us or one of our affiliated companies, and you send a payment to our address without specifying the agreement to which the payment relates, then we may choose to allocate the payment to the contract or to the other agreement.

9. Disconnecting the Supply of Gas

9.1 You agree that the supply of gas to any site may be disconnected if:

a) you do not make a payment when due under the contract; or

b) we believe that:

a. the gas intended to be supplied to you has been stolen or redirected;

b. there has been interference with the network or metering;

c. it is necessary to do so in order to avoid danger or a breach of an industry code; or

c) we are obliged to disconnect the site under law, our supply licence or any industry code; or

d) after we end the contract in respect of that site in accordance with clause 2 or 7, if we remain the responsible supplier.

9.2 You agree that we (and our contractors) may access a site for the purposes of disconnecting the supply of gas to that site in accordance with clause  9.1. You also agree that we can disconnect the supply remotely if the metering provides for this.

9.3 If the gas supply to any site is (or arrangements are made for it to be) disconnected because of something you have done or not done (but should have done) you will:

a) compensate us for any losses or costs which we have incurred as a consequence of disconnecting the supply;

b) compensate us for any costs which we incur in re-establishing the supply; and

c) if we request, provide us with a performance bond in an amount which we reasonably determine to approximate to the value of three months’ supply of gas.

9.4 If you ask us to do so, we will send you our current charges for disconnecting and re-establishing a supply.

9.5 We will give you notice of our intention to disconnect a supply to a site in accordance with our obligations under law, our supply licence and the industry codes.

10. Liability

10.1 If either we or you are unable to perform any or all of the obligations under the contract (other than payment obligations) because of some unforeseeable event or circumstance beyond the affected party’s reasonable control, then the contract will remain in full effect but the affected party will have no liability for such failure to perform (provided it uses its reasonable endeavours to overcome the problem).

10.2 We have no obligation in respect of the gas supply if the supply is shut-down, interrupted, delayed, reduced or impaired as a result of actions by the network operator.

10.3 We will be liable to you in respect of physical damage to any site which results directly from our breach of the contract and which was reasonably foreseeable at the date of the contract as likely to result from such breach (subject to clause 10.5).

10.4 We will not be liable to you for any loss of profits, revenues, contracts, interest, business, goodwill or opportunity (whether or not foreseeable) arising from or in connection with the contract (whether in contract, negligence or otherwise).

10.5 Our total aggregate liability arising from or in connection with the contract (whether in contract, negligence or otherwise) will in no circumstances exceed the average total charges payable to us each year.

10.6 We will not be liable to you in respect of any damage to equipment installed or stored at the site by third parties. We will not be liable either to you or to any third party for any costs incurred by you as a result of you entering into an agreement with a third party.

10.7 The exclusions and limitations of liability under this clause 10 will not apply to death or personal injury caused by our negligence, or in the case of our fraudulent misrepresentation.

10.8 You will compensate us in full for any loss or cost we suffer as a result of your breach of the contract.

11. Notices

11.1 All notices or other communications to be given by us or you to the other in relation to the contract must be:

a) in writing and addressed and sent to the recipient’s address or number as shown in the cover sheet (or as otherwise notified by the recipient in accordance with this clause 11);

b) sent by hand or courier or prepaid post or email or fax.

11.2 All notices or other communications sent in accordance with clause 11.1 will be deemed to have been received:

a) in the case of delivery by hand or courier, when delivered;

b) in the case of prepaid post, on the third day following the day of posting;

c) in the case of fax, on acknowledgement by the addressee’s facsimile receiving equipment; and

d) in the case of email, on receipt by the recipient’s email server, unless receipt would otherwise occur outside of normal working hours, in which case receipt will be deemed to have occurred at 0900 hours on the next normal working day.

12. Miscellaneous

12.1 The contract constitutes the whole and only agreement between us and you relating to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given on our behalf which is not set out in the contract.

12.2 No delay or omission by either us or you in exercising any right or remedy under the contract will be construed as a waiver of such right or remedy. Any single or partial exercise will not prevent any other or further exercise of the same right or remedy, or the exercise of any other right or remedy.

12.3 You will not transfer any of your rights or obligations under the contract without our prior written consent.

12.4 We may transfer the contract (or our future rights and obligations under the contract) to any entity that has the necessary statutory authorisations to supply gas to the site. You agree that, from the date you are notified of such a transfer, you will accept such person in substitution for us. We may also sub-contract any of our obligations under the contract (provided that we will remain liable for performance).

12.5 If a provision of the contract is declared invalid or illegal or unenforceable, that provision will be deemed omitted from the contract, and the other provisions will continue to apply (unless it would be manifestly unreasonable for such provisions to continue).

12.6 If any of the provisions of any industry code are amended or varied or cease to apply, you will, at our request, agree to amend the contract to accommodate any such amendment, variation or cessation in such manner as we reasonably require.

12.7 Subject to restrictions imposed by law or under the industry codes, we reserve the right to raise a notice of objection in relation to any of the sites at any time during a fixed period or if any invoices under the contract remain unpaid beyond their due date.

12.8 No provision of the contract shall be enforceable by any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.9 The contract (and all contractual and non-contractual matters arising in relation to it) will be governed by and read in accordance with the laws of England, and subject to the jurisdiction of the courts of England and Wales.

13. Glossary

13.1 The words and expressions used in the contract have the following meanings:

affiliated  company:  means  any  holding  company  or  subsidiary  of    ours or any company which is a subsidiary of a holding company of ours and “holding company” and “subsidiary” have the meanings set out in section 1159 Companies Act 2006;

charges: means the amount we charge for supplying gas to you and includes the contract rate and the standing charge, together with any other amounts payable by you to us in accordance with the contract;

climate change levy: means the tax of that name established pursuant to schedule 6 of the Finance Act 2000;

connection point: means, in respect of each site, the point(s) at which the gas flows between the network and your equipment or pipes;

contract: means the supply contract between us and you comprising the cover sheet and these terms and conditions;

contract rate: means the pence per unit charge for the supply of gas specified in the cover sheet;

cover sheet: means the cover sheet or your welcome email or letter to which these terms and conditions are attached together with any schedule(s) attached to it;

disconnect: means to interrupt, cut-off, de-energise, disconnect or suspend a supply of gas, whether temporarily or on a permanent basis;

fixed period: means the fixed period specified in the cover sheet (commencing on the date we become responsible supplier), or any subsequent renewal period set in accordance with clause 2.2;

gas: means Natural Gas as defined in Section 48 of the Gas Act 1986 and all subsequent amendments;

industry codes: means the codes and agreements referred to in our supply licence;

metering: means, for each connection  point,  the  appropriate  metering (and related equipment) used for measuring gas consumption data at the connection point and for the collection and transmission of such data;

network: means the gas distribution network, through which you receive the supply of gas;

network operator: means, in respect of each site, the owner or operator of the network;

non-DD rate: means a pence per unit charge for the supply of gas, being the contract rate plus an additional 7.5% per unit;

notice of objection: means an objection to a ‘proposed supplier transfer’ (as defined in our supply licence);

out of contract charges: means our out of contract rates and out of contract standing charges for the supply of gas as published on our website or otherwise notified to you from time to time;

pass-through amounts: means charges levied on us which are outside our control and which concern or relate to the supply of gas, including the charges made for the provision or operation of meters or the collection or aggregation of meter data; charges made for the transmission and/or distribution of gas; charges made because you exceed the capacity or volume allocated by the network operator; and any taxes, levies or duties imposed in relation to the supply of gas or on us;

responsible supplier: means, for each site, the supplier registered under the industry codes as responsible for the supply of gas to the connection point(s) at that site;

site: means each of the sites listed in the cover sheet, as amended from time to time;

standing charge: means the fixed amount we charge per day per meter;

supply licence: means our gas supply licence held under section 7A of the Gas Act 1986;

we/us/our: Flogas Britain Limited; and

you/your: the person, people, company or partnership which has entered into the contract with us.

13.2 In the contract any references to:

a) us, includes references to our employees, agents and contractors;

b) legislation, includes references to that legislation as modified, amended, extended or re-enacted from time to time;

c) codes or agreements, includes those codes or agreements as amended from time to time;

d) clauses are references to the clauses of these terms and conditions;

e) the singular include references to the plural (and vice versa);

f) ) the terms ‘include’ and ‘including’ are without limitation to any other matters being included in or covered by the relevant provision; and

g) person or persons or other entities, are references to any legal or natural person including individuals, companies, sole traders, partnerships etc.