Your small business account essentials

1.1 These terms and conditions apply if we supply your SME business with energy and:

• you have entered into a verbal or written contract with us;

• we continue to supply you after your contract with us has ended; or

• you are a deemed customer.

1.2 We may also identify you as a Micro Business Consumer. Micro Business Consumers are afforded additional levels of protection as a matter of law.

2.1 The "contract" is the contract between us and you governing the rights and obligations of each party in respect of the supply of energy to each of the meter point(s) specified in your contract confirmation letter. The contract comprises and incorporates:

• these terms and conditions;

• the then current contract confirmation letter (including any special terms and conditions stated in the contract confirmation letter to apply to this contract or any particular plan);

• any other document, annex or appendix referred to in these terms and conditions or the contract confirmation letter; and

• any other terms and conditions agreed between us and recorded in writing from time to time and expressed to be amending or supplementary to these terms and conditions or the contract.

2.2 These terms and conditions apply to meter points under a fixed business plan or a variable price plan and to meter point(s) subject to the Deemed Customer Scheme. Certain sections of these terms and conditions are only relevant if you are on a specific plan and/or the Deemed Customer Scheme.

3.1 If you are or become responsible for premises relevant to the meter points in respect of which we are the Registered supplier of energy but you have not entered into a contract with us for the supply of energy to those meter point(s) or any such a contract with us has been terminated, then our supply of energy to such meter point(s) shall be made under the Deemed Customer Scheme and you shall pay the Deemed Prices.

3.2 Our supply of energy to you under the Deemed Customer Scheme shall apply until the date:

• you agree a contract for the supply of energy to the relevant meter point(s) with us;

• you transfer your supply of energy to the relevant meter point(s) to another supplier;

• none of the relevant meter point(s) are registered to us; or

• your supply of energy for the relevant meter point(s) is disconnected;

To be clear your supply will terminate on whichever is the earlier of the above dates.

4.1 Your contract shall start on the date that we confirm to you as the date we accepted your contract with us (the “commencement date”) and shall continue for at least the fixed period you have agreed to receive energy from us for (unless terminated earlier in accordance with the contract).

4.2 If we supply energy to you under the Deemed Customer Scheme, then your contract is deemed to have started when you first become responsible for the premises relevant to the meter points or when your relevant contract is terminated (the “Deemed Scheme commencement date”) and shall continue until the date specified in clause 3.2.

5.1 You acknowledge and agree that prior to and from time to time during the contract (including at the start or renewal of a plan) we may check your credit status with a third party credit bureau(x) and receive regular updates relating to your credit status. This may include checking the credit status of you, your affiliates, your partners, and/or the directors of your business (as applicable).

5.2 Subject to clause 19, you agree that we may share information relating to you and your contract with one or more credit bureau(x) for the purposes of exercising our rights under clause 5.1 above. You are responsible for ensuring that the appropriate consents have been obtained from any individuals that we credit check under clause 5.1 above.

5.3 If we are not satisfied with the results of any credit check performed under this clause 5 or at any time have concerns regarding your ability to pay under this contract, we will notify you and we may:

• require you to pay a security deposit in accordance with clause 5.4;

• require you to use a specific payment method;

• change how often you receive a bill from us; and/or

• require you to pay for your energy using a prepayment meter.

5.4 Security deposits

5.4.1 If we require you to pay a security deposit under clause 5.3, we shall notify you of the amount of the security deposit required and you shall pay that amount to us in cleared funds by the date we specify (acting reasonably) or such other date we may agree with you.

5.4.2 We will hold your security deposit and be entitled to use your security deposit to pay overdue amounts from you. If we use all or part of your security deposit in accordance with this clause, then we may request a supplementary security deposit to be paid to us in an amount equal to the amount of the original security deposit less the amount we have previously used or such other amount as we reasonably require and such supplementary security deposit shall be paid by you within ten (10) working days of the date of our notification to you or such other date we may agree with you.

5.4.3 If, at any time during your contract, you fail to pay any security deposit (or supplementary security deposit) when required, we may (without prejudice to any other legal remedies we may have in respect of such failure):

terminate your plan in accordance with clause 14.3.1;

• amend your billing and/or payment terms;

• require you to use a specific payment method, including demand completion and return of a Direct Debit mandate form and payment strictly by Direct Debit for the remainder of your contract;

• change your Smart meter to the Pay-As-You-Go setting where applicable; require you to pay for your energy using a prepayment meter;

• De-energise or disconnect your supply in accordance with clause 14.5; and/or

• charge you for any reasonable costs we have incurred as a result of your failure to provide a security deposit when requested.

5.4.4 We shall repay you the unused balance of the security deposit with interest at the Barclays Business Premium Bank Rate, in the following circumstances:

• in the event that a receiver, liquidator, administrator or administrative receiver is appointed by or over us or any of our assets and this contract is terminated; or

• we are no longer the registered supplier for any and all of the meter points; and/or

• you cease to be the owner or occupier of any and all of the premises

In each case, we shall only repay you the unused balance of the security deposit as soon as reasonably practicable following termination of your contract.

6.1 Subject to 6.3 below, our obligation to supply energy to each meter point under your contract will commence on the later of:

• the commencement date or the Deemed Scheme commencement date (as applicable); or

• the start date (subject to us becoming the registered supplier in respect of the meter point).

6.2 Our obligation to supply energy to each meter point is conditional upon the representations and warranties given by you under clause 6.7.2 and clause 18.1 being true and accurate. If we consider (acting reasonably) that such representations and warranties are not true and accurate, we are not obliged to supply energy to the meter point(s) under your contract until we are satisfied that such representations and warranties are true and accurate.

6.3 Immediately following the commencement date, you must terminate your agreement with your previous supplier and take all reasonable steps to ensure that your previous supplier shall not raise a transfer objection under the terms of your agreement with them.

6.4 We shall take all reasonable steps to complete a supplier transfer for each meter point from your previous supplier within twenty-one (21) days from the day after the commencement date, unless:

• you have requested that the supply transfer take place over a longer time period;

• you terminate your contract with us under clause 14.2 prior to the transfer being completed;

• your current supplier raises an objection to the transfer;

• we do not have all of the information required to complete a supply transfer despite having taken reasonable steps to obtain such information; and/or

• other circumstances which are beyond our reasonable control.

6.5 We shall not be liable in any circumstances to you where registration of one (1) or more meter points is delayed beyond the start date for any of the reasons specified in clause 6.4 above.

6.6 In respect of all metering equipment at meter points that is not read remotely, you shall take meter readings at each such meter point on the date on which our obligation to supply energy to such meter point commences under clause 6.1, and shall provide the readings to us within three (3) working days. If you fail to supply such meter readings or if we or an agent reasonably believe such meter readings are incorrect, then you agree to accept, subject to clause 11.5, the use of estimated meter readings provided by the agent and considered to be reasonably accurate for the purposes of your contract.

6.7 Representations and warranties 

6.7.1 At the time of entering into your contract we represent and warrant that we have a valid supply licence.

6.7.2 You represent and warrant that:

• each meter point is connected to the Network or shall be connected to the Network by no later than the start date;

• we are or shall be the sole supplier at each meter point at the start date and for the duration of your contract;

• you are the owner or occupier of the premises or have express authority from the owner or occupier of such premises to enter into the contract;

• you are not and will not be for the duration of the contract, a person on a Sanctions List or controlled by a person on a Sanctions List;

• where you are a corporate entity (such as a limited company or limited liability partnership), you are duly organised and validly existing under the laws of your jurisdiction of organisation or incorporation, you have the power to enter into the contract and have obtained all necessary internal authorisations and approvals to enter into and perform your obligations under the contract and for your relevant representative to execute the contract on your behalf;

• where you are an individual, you are 18 years of age or over and have the mental capacity to enter into the contract.

6.8 Your interest in the premises 

6.8.1 Prior to entering into the contract, you must provide us with satisfactory evidence to demonstrate that you are the owner and/or occupier of the premises or that you have the relevant authority from the owner or occupier of such premises to enter into the contract. Where you are not the owner and/or occupier of the premises, you must provide us with the name, address and telephone number of the owner or occupier of the premises (for example, your landlord and any other intermediary landlord), and have obtained appropriate consent from such persons to send their details to us.

6.8.2 You must premises us immediately in writing if, at any time during the contract, there is any change to your ownership and/or occupation of the premises or your authority from the owner or occupier of such premises to enter into the contract, or there is any change to the information provided to us under clause 6.8.1.

6.8.3 Where you cease to be the owner or occupier of a premises you must give us as much notice as possible and provide us with your new address and the details of the new owner or occupier of the premises. You shall be liable for all charges in respect of each meter point until responsibility for the relevant premises is assumed by a new owner or occupier or the supply is disconnected by us or the Network operator.

6.8.4 In the absence of an express notification to the contrary we will always deem you to be the person taking the supply of energy at the premises. Where you are not the person consuming the energy supplied to such premises, but you are the landlord or owner of the premises, you accept that you shall be liable for all of the energy supplied to the meter point(s) under the contract and shall be deemed, for all purposes, as the person taking the supply, and shall be subject to all the relevant laws and regulations applicable to such person.

6.9 Prior to entering into the contract, you must provide us with details of any on-site generation or advanced meters at the premises, and notify us at least one (1) month in advance, and in any event as soon as practicable thereafter, of any changes to such information.

7.1 In accordance with these terms and conditions, you agree to take the energy which we supply to each meter point under this contract and to pay for such supply.

7.2 Your network operator is responsible for the quality of the energy we supply to you and therefore we shall not be liable or held responsible for any issues you might have with the quality or characteristics of the energy supplied to the meter point(s). If you have an issue with the quality or characteristics of the energy supplied to any meter point, we can provide you with contact details for your network operator.

7.3 You acknowledge and agree that your supply may be de-energised or disconnected or you may be directed to stop or limit your use of energy:

• to avoid danger or as a result of an emergency or potential emergency; to enable maintenance or repair work to be carried out;

• in accordance with the Act, any Industry Code or industry agreements we have necessarily entered into in order to supply energy;

• for electricity only, by or on behalf of your network operator under your connection agreement with them or the National Terms of Connection;

• for gas only, where premises are supplied on an interruptible basis as determined under industry regulations and/or any Industry Codes;

• for gas only, where you are subject to firm load shedding by a gas transporter as a result of a gas deficit emergency; or

• otherwise in accordance with these terms and conditions and/or any documents referenced in these terms and conditions

7.4 We will try and give you advance notice of any requirement to de-energise, disconnect or limit your supply of energy, but in some circumstances (for example, where there is danger to life or property), we may de-energise, disconnect or limit your supply without giving you advance notice.

8.1 You must send to us at the notice address any completed supplier certificates at least five (5) working days prior to the relevant period for which such supplier certificate is applicable in order for us to take into account such certificate in our bills. We shall be under no obligation to take into account any supplier certificate delivered to us after such date, and you acknowledge and agree that we shall in no circumstances be liable to you for any costs, losses or liabilities you incur as a result of failing to provide to us a complete supplier certificate on time.

8.2 You must not damage or interfere with our equipment and you must not, nor permit any other person to, steal energy or use energy through tampering with our equipment or any metering equipment located on the premises. You shall be liable for all costs, losses, expenses and liabilities we incur as a result of any breach of this clause 8.2. The theft of energy is a criminal offence.

8.3 You, or any agent appointed by you, must not, by any act or omission, cause us to be in breach of any legal or regulatory obligation binding on us.

8.4 Letters of authority 

8.4.1 Where you wish to authorise a third party to act on your behalf in connection with your energy account and/or the contract:

• you must have provided to us and such third party a valid letter of authority in a form and substance satisfactory to us appointing such third party as your agent; and

• where such third party is an energy broker or other third party intermediary, we must have confirmed (at our discretion) that either we have or will have a valid agreement in place with such third party or are otherwise willing to deal with such third party.

8.4.2 Where we have received a valid and acceptable letter of authority in accordance with clause 8.4.1, we shall:

• provide the beneficiary of such LOA with the information specified in the LOA and which is reasonably requested and not otherwise readily available to you or the third party intermediary upon their request;

• act on the instructions of the beneficiary of such LOA in connection with your energy account and the contract; and

• otherwise deal with and communicate with the beneficiary of such LOA in relation to your energy account and the contract in accordance with the terms of such LOA.

8.4.3 You acknowledge and agree that you are and will be legally bound by the actions of the Beneficiary of any LOA you have provided under this clause 8.4 and will take all necessary actions required to ratify the actions of such Beneficiary.

8.4.4 If you wish to amend or terminate any LOA you must contact us immediately. We will amend how we deal with, or, if applicable, cease to deal with, the beneficiary of any such LOA as soon as reasonably practicable after receiving any such notice. If you or the beneficiary of an LOA become insolvent, we will deem any relevant LOA to have been terminated.

8.4.5 You agree that we may contact you at any time to confirm the validity and scope of an LOA. Where we are unable to confirm this with you, you agree that we may not provide the relevant third party with any further information or otherwise deal with such third party in relation to your contract, your energy account or payment history until we have been able to confirm the validity and scope of an LOA with you.

9.1 Clause 9 applies if your contract confirmation letter states that you are on a fixed business plan.

9.2 Fixed business prices 

9.2.1 Subject to clause 9.2.2 below, we shall charge you our fixed business prices for the supply of energy during the term of your fixed business plan.

9.2.2 At any time during the term of your fixed business plan, we may only change the fixed business prices in accordance with clause 12.3. We will notify you if we make any changes to the fixed business prices before they are due to take effect.

9.3 Other terms of your fixed business plan 

9.3.1 Your contract confirmation letter will set out, among other things,

• either the date on which your fixed business plan will start, the end date and/or the duration of your fixed business plan; and

• any additional terms and conditions applicable to your fixed business plan.

Any such additional conditions stated in the contract confirmation letter will apply for the duration of the fixed business plan, except where such conditions are varied in accordance with clause 12. Where any such change is to take effect before the end date of your fixed business plan, you may exercise your rights to terminate your contract under clause 12.2.

9.4 Ending your fixed business plan 

9.4.1 Your fixed business plan will end on the end date unless terminated early in accordance with clause 9.5 or clause 14.3.1.

9.4.2 Unless you have already agreed a new plan and contract with us (in respect of which see clause 9.4.6 below), on or around sixty (60) days prior to the end date of your fixed business plan, we will:

• issue you with a renewal offer letter; and/or

• otherwise contact you to discuss your renewal options following which we may issue you with a renewal offer letter or alternative contract confirmation letter in relation to a new plan.

You may accept any such offer within the time period specified in the relevant offer document. Where you do so, the provisions of this contract shall apply in respect of such renewed or new plan (incorporating the then current contract confirmation letter), provided that these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request.

9.4.3 We may determine whether or not to offer to renew your existing fixed business plan or offer you a new plan under this contract at our discretion. Without limiting the foregoing, we will not offer to renew your fixed business plan or offer you a new plan under this contract if your account has an outstanding balance and we have notified you that we have applied to a court for a warrant to enter your property.

9.4.4 If you do not accept an offer we have provided to you under clause 9.4.2 or agree to transfer to another plan under this contract, then:

• where you have not also indicated to us your intention to change to an alternative supplier, immediately following the end date of your existing fixed business plan you will be automatically put on to an alternative plan with the details provided in the renewal offer letter, unless and until this we agree a new plan with you or this contract ends under clause 4 or is terminated in accordance with clause 14; or

• where you have indicated to us an intention to change to an alternative supplier and subject to clause 9.5.2, immediately following the end date of your existing fixed business plan, you shall pay out of contract prices unless and until this contract ends under clause 4 or is terminated in accordance with clause 14; and in each case, these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request.

9.4.5 If we do not offer to renew your current fixed business plan or offer you another plan under this contract in accordance with clause 9.4.3, immediately following the end date of your existing fixed business plan, you shall pay out of contract prices unless and until this contract ends under clause 4 or is terminated in accordance with clause 14 and these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request. Where this clause 9.4.5 applies, we may, at our discretion, offer you a new contract for the supply of energy which will be subject to different terms and conditions. If you do not agree to any such contract, then this contract shall continue to apply and you will be charged our out of contract prices unless and until this contract ends under clause 11 or is terminated in accordance with clause 14.

9.4.6 Where you are on a fixed business plan and before sixty (60) days prior to your end date, you agree a new fixed business plan with us in respect of each of your meter points under this contract, the provisions of clause 14.2.4 shall apply.

9.5 Early termination of your fixed business plan 

9.5.1 You may give us notice to terminate your fixed business plan at any time prior to the notice. If you have provided notice to terminate your fixed business plan prior to the notice, termination of your fixed business plan shall take effect on the end date of your fixed business plan.

9.5.2 You may terminate your fixed business plan at any time after the notice by giving us at least thirty (30) days’ notice. If you have provided notice to terminate your fixed business plan after your notice:

• termination of your fixed business plan shall take effect thirty (30) days after the date of your notice under this clause 9.5.2; and

9.5.3 You shall be charged your fixed business plan prices until the end date of your fixed business plan and then we shall charge you the alternative plan prices for the remainder of your notice period. To be clear, you may notify us of your intention to transfer your meter points to an alternative supplier, and therefore cause this contract (and any plan thereunder) to end under clause 4, at any time. Your contract will not come to an end until the end date of your fixed business plan and until the date your meter points cease to be registered with us.

9.5.4 If your fixed business plan has terminated under this clause 9.5 and you are not on another plan but your contract has not ended under clause 4 (including where the transfer of your meter points to an alternative supplier has not been completed) or terminated in accordance with clause 14, you shall pay out of contract prices unless and until this contract ends under clause 4 or is terminated in accordance with clause 14 and these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request.

Your Business Flexible contract

10.2 Variable prices 

10.2.1 Subject to clause 10.2.2 below, we shall charge you our variable prices for the supply of energy during any period that you are on a variable price plan.

10.2.2 We may, at any time during the period that you are on a variable price plan and for any reason, change the variable prices. We will notify you if we make any changes to the variable prices before they are due to take effect.

10.3 Other terms of your variable price plan 

10.3.1 Your contract confirmation letter will set out, among other things:

• the date on which your variable price plan will start; and

• any additional terms and conditions applicable to your variable price plan.

Any such additional conditions stated in the contract confirmation letter will apply for the duration of the variable price plan, except where such conditions are varied in accordance with clause 12.

10.4 Ending your variable price plan 

10.4.1 Your variable price plan will continue until the earlier of the date on which:

• you agree a new contract or fixed business plan with us and such contract or plan takes effect;

• this contract ends under clause 4 or is terminated under clause 14; or

• your variable price plan is terminated under clause 10.5 or 14.3.1.

10.5 Termination of your variable price plan 

10.5.1 You may terminate your variable price plan at any time by giving us thirty (30) days’ notice. If you have provided notice to terminate your variable price plan, then:

• termination of your variable price plan shall take effect thirty (30) days after the date of your notice under this clause 10.5.1; and

• subject to clause 10.5.2, we shall charge you the existing variable prices for the remainder of your notice period.

10.5.2 If:

• you have given notice to terminate your variable price plan or your contract after we have notified you of a change to the variable prices under clause 12.2.1; and

• your notice period takes you past the date such price change will take effect,

we shall charge you the variable prices as amended by the relevant price change for the remainder of your notice period after the date on which the price change generally takes effect.

10.5.3 To be clear, you may notify us of your intention to transfer your meter points to an alternative supplier, and therefore cause this contract (and any plan thereunder) to end under clause 4, at any time provided that your contract will not come to an end until the date thirty (30) days after such notice, and until your meter points cease to be registered with us.

10.5.4 If your variable price plan has terminated under this clause 10.5 and you are not on another plan but your contract has not ended under clause 4 or terminated in accordance with clause 14, you shall pay out of contract prices unless and until this contract ends under clause 4 or is terminated in accordance with clause 14 and these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request.

11.1 Clause 11 applies if you are on a Your Business Flexible contract.

11.2 Flexible prices 

11.2.1 Subject to clause 11.2.2 below, we shall charge you our flexible prices for the supply of energy during any period that you are on a Your Business Flexible contract.

11.2.2 We will, during the period that you are on a Your Business Flexible contract, fix your flexible prices every twelve (12) months. We will notify you if we make any changes to the flexible prices before they are due to take effect.

11.3 Other terms of Your Business Flexible contract 

11.3.1 Your contract confirmation letter will set out, among other things:

• the date on which your flexible business contract will start; and

• any additional terms and conditions applicable to Your Business Flexible contract.

• Any such additional conditions stated in the contract confirmation letter will apply for the duration of the Your Business Flexible contract, except where such conditions are varied in accordance with clause 13.

11.4 Ending Your Business Flexible contract 

11.4.1 Your Business Flexible contract will continue until the earlier of the date on which:

• you agree a new contract or fixed business plan with us and such contract or plan takes effect;

• this contract ends under clause 4 or is terminated under clause 15; or

• Your Business Flexible contract is terminated under clause 10.5 or 15.3.1.

11.5 Termination of Your Business Flexible contract 

11.5.1 You may terminate Your Business Flexible contract at any time by giving us thirty (30) days’ notice. If you have provided notice to terminate Your Business Flexible contract, then:

• termination of Your Business Flexible contract shall take effect thirty (30) days after the date of your notice under this clause 10.5.1; and

• subject to clause 10.5.2, we shall charge you the existing flexible prices for the remainder of your notice period.

11.5.2 If:

• you have given notice to terminate Your Business Flexible contract after we have notified you of a change to the flexible prices under clause 11.2.1; and

• your notice period takes you past the date such price change will take effect, we shall charge you the flexible prices as notified for the remainder of your notice period after the date on which the price change takes effect.

11.5.3 To be clear, you may notify us of your intention to transfer your meter points to an alternative supplier, and therefore cause this contract (and any plan thereunder) to end under clause 4, at any time provided that your contract will not come to an end until the date thirty (30) days after such notice, and until your meter points cease to be registered with us.

11.5.4 If Your Business Flexible contract has terminated under this clause 10.5 and you are not on another plan but your contract has not ended under clause 4 or terminated in accordance with clause 15, you shall pay out of contract Prices unless and until this contract ends under clause 4 or is terminated in accordance with clause 15 and these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request.

12.1 Bills 

12.1.1 For each billing period during the term of your contract, we shall send you a bill in respect of all charges due from you in respect of the energy supplied to the meter point(s) under this contract during the relevant billing period and otherwise due under your contract in respect of the relevant billing period.

12.1.2 We shall issue bills to you in paper form to your billing address, unless you have elected (and are able) to manage your account online. Where you have elected to manage your account online, we will send bills to your online account notified to us and we will not send you paper copy bills.

12.2 Charges 

12.2.1 You shall be responsible for the payment of all charges relating to the meter point(s) under your contract. You acknowledge that charges may apply in respect of a meter point even where no energy is being consumed at the premises.

12.2.2 You acknowledge that the charges may include recovery of costs, fees, expenses and other charges billed by a third party Intermediary acting in relation to your contract. Your third party intermediary will be able to provide you with details of the charges for their services that have been included in the charges.

12.2.3 You acknowledge and agree that all charges stated under your contract are exclusive of the Climate Change Levy and Green Deal charges which shall be charged in accordance with clauses 11.2.4 and 11.2.5 below.

12.2.4 We will include in each bill issued under your contract amounts in respect of the Climate Change Levy in respect of the relevant billing period for your meter points, which shall be charged at the applicable rates as set out by HMRC.

12.2.5 Where the premises are subject to an arrangement under the Green Deal, we will include in each bill issued under your contract all Green Deal charges in respect of the relevant billing period for such premises and collect these on behalf of the Green Deal provider for the duration of your contract, or until you cease to be responsible for making payments in respect of the relevant arrangement under the Green Deal. To be clear, your Green Deal charges will not be shown on the contract confirmation letter.

12.2.6 We may include additional charges on your bill if:

• you change the design features of your energy connection;

• your site is not ready for a meter to be installed when we make an arranged visit;

• you request a copy bill or statement; and/or

• you abort an installation of a smart, advanced or half-hourly meter.

12.2.7 You agree to pay all charges included on any bill issued by us under this contract in accordance with these terms and conditions, together with any tax (including VAT), levy, duty or other impositions in accordance with legislation, industry agreements and/or industry codes.

12.2.8 You acknowledge that all charges are exclusive of VAT, which shall be charged to you at the prevailing rate. VAT is charged at the standard rate on the full value of our supply of energy unless you complete a valid VAT declaration, which has been accepted by us, or your average daily consumption falls below the figures set by HMRC. We do not accept VAT declaration forms signed by a third party Intermediary even if there is a valid letter of Authority.

12.3 How to pay 

12.3.1 You agree to pay each bill we send to you under your contract by providing cleared funds to our account within fourteen (14) days of the date of the bill or as otherwise specified in the contract confirmation letter. We will allocate your payments against the oldest part of the balance on your account first. Where payment is intended to pay for one or more accounts, we will allocate this payment as notified by you on the remittance advice.

12.3.2.1 Direct Debit price

• 12.3.2.1.1 We shall notify you if you are eligible for a specific Direct Debit price.

• 12.3.2.1.2 Where you are eligible for a Direct Debit price and you pay via Direct Debit, you shall pay the Direct Debit price set out on each bill issued in line with your contract. If you stop or fail to make payment via Direct Debit you will pay the non-Direct Debit price

12.3.2.2 Direct Debit discount

• 12.3.2.2.1 We shall notify you if you are entitled to a Direct Debit discount.

• 12.3.2.2.2 Where you are entitled to a Direct Debit discount, a discount shall be applied to the charges on each bill issued in line with your contract. If you stop or fail to make payment via Direct Debit, your Direct Debit discount will be removed.

• 12.3.2.3 You acknowledge that you will only receive a Direct Debit price or a Direct Debit discount and not both.

12.3.2.4 Fixed Direct Debit

• 12.3.2.4.1 Where stated in the contract confirmation letter you may pay by Fixed Direct Debit, in an amount and at a frequency agreed by us. Where you pay by Fixed Direct Debit and we need to change the amount or frequency of your Fixed Direct Debit we will give you at least ten (10) working days’ written notice of the change.

12.3.3 If you have a prepayment meter and require a continuous supply of energy, you must make sufficient payment to ensure your account is in credit at all times.

12.3.4 Payments by credit card may only be made at our discretion.

12.3.5 Any payments made by you to us under this contract shall be apportioned fairly (pro-rata) between Green Deal charges and all other charges payable under this contract.

12.3.6 You shall not deduct or set off any amount payable by you under the contract against any amount owing to you from us at any time. We reserve our right to set off any amounts owing to you under this contract against any amounts due from you under any other agreement between us.

12.3.7 You must include your account number when making payments under this contract so that we can identify and allocate such payment to your energy account.

12.4 Failure to pay 

12.4.1 Without limiting any other remedies, we may have as a matter of law (including our right to issue legal proceedings against you to recover sums owed and/or to transfer your debt to a third party who may seek to recover sums owed), if you fail to pay any bill under this contract in full when due, we may:

• cancel any discount applied under clause 11.3.2.2;

• change your method of payment, including demand completion and return of a Direct Debit mandate form and payment strictly by Direct Debit for the remainder of your contract;

• amend your billing and/or payment terms;

• demand a security deposit in accordance with clause 5.4;

• tell credit bureau(x), which can affect your credit rating;

• change your Smart meter to the Pay-As-You-Go setting where applicable;

• require you to pay for your energy using a prepayment meter;15

• charge you for any reasonable costs we have incurred as a result of your failure to pay and/or the exercise of our rights in relation to your failure to pay (including legal costs and credit management costs);

• terminate your plan and/or contract in accordance with clause 14.3; and/or

• De-energise or disconnect your supply in accordance with clause 14.5.1.

12.4.2 Without limiting clause 11.4.1, if the contract confirmation letter provides for payment by Direct Debit and you fail to provide, or you cancel a Direct Debit mandate or your bank fails to honour a transfer, or your bank fails to honour your cheque payment, we may:

• Change the prices you pay in accordance with clause 11.3.2;

• change your method of payment;

• amend your billing and/or payment terms;

• demand a security deposit in accordance with clause 5.4;

• change your Smart Meter to the Pay-As-You-Go setting where applicable; require you to pay for your energy using a Prepayment Meter;

• terminate your plan and/or contract in accordance with clause 14.3;

• de-energise or disconnect your supply in accordance with clause 14.5.1; and/or

• charge you for any reasonable costs we have incurred as a result of the events described in this clause 11.4.2.

12.4.3 We may charge you interest in respect of any amount remaining unpaid by you after the due date at 4% and/or charge you up to £100.

12.5 Invoicing errors and reconciliation 

12.5.1 During your contract an agent may read your meter. If an agent’s meter reading or actual consumption data is not available, or if we reasonably believe it to be inaccurate, we may issue a bill based on your own meter reading(s) or our reasonable estimate of energy supplied. Any overpayment or underpayment shall be corrected as soon as practicable once accurate meter and consumption data is available by setting off or adding relevant amounts to any future bill or issuing an additional bill or credit note (as applicable).

12.5.2 Subject to clause 11.5.3, if at any time we discover that any bill we have sent to you is not accurate or contains an error or we are notified or become aware of any additional charges in respect of a billing period under this contract that have not been reflected in a previous bill, then we may send you a new bill in respect of such billing period at any time which you must pay in accordance with this clause 11. The parties acknowledge and agree that this clause 11.5.2 (and any part of these terms and conditions required to give effect to this clause 11.5.2) shall survive termination or the ending of this contract.

12.5.3 If you are or are deemed to be a Micro Business Consumer and charges related to energy supplied to a meter point under this contract for a period have either not been billed or have been billed inaccurately, we shall comply with the back billing rules.

12.6 Disputing a bill 

If you reasonably dispute any amount billed by us under this contract, you must contact us immediately with details of the dispute and we will work with you to resolve the dispute as soon as possible. If we cannot resolve the dispute prior to the due date of such bill, you must pay the undisputed part of the bill in accordance with clause 11. After an agreement is reached between us in relation to the dispute, or the dispute has been determined in accordance with clauses 20.15 and 20.16, any amount payable by you to us must be paid within seven (7) working days (together with interest accrued in respect of such amount under clause 11.4.3) and any amount payable by us to you shall be credited to your account (together with, at our discretion, interest at 4% and/or compensation up to £100).

12.7 Final bill 

Subject to clause 11.5, upon termination or the ending of the contract, your final bill shall be based on the closing meter reading or, where appropriate, the conditions of clause 11.5.1 shall apply. Where a meter point has transferred to another supplier the closing meter reading will be provided to us by your new supplier or the network operator. To be clear, this clause 11.8 and the issuance of a final bill is not intended to limit our rights under clause 11.5.2.

13.1 Except as expressly provided for in these terms and conditions, your contract may only be varied by an agreement in writing signed by both Parties.

13.2 Unilateral changes to your terms and conditions 

13.2.1 Subject to clause 9.2.2, we may vary these terms and conditions at any time and you will be bound by any such variation. Where possible, we will notify you in writing of any changes to your terms and conditions before they take effect.

13.2.2 Except for any changes to these terms and conditions that we make in accordance with clause 12.3, you may terminate your contract in accordance with clause

14.2.2 if:

• we change these terms and conditions under clause 12.2.1; and

• such change(s) are or will be to your significant disadvantage as reasonably deemed by us and notified to you in writing.

13.3 Required changes to your terms and conditions 

13.3.1 Aside from any other provision in these terms and conditions, we may vary your contract (including any fixed business prices or variable prices) and/or pass through to you any costs, losses, expenses or liabilities incurred by us (directly or indirectly) as a result of or in connection with:

• information provided by you, your authorised representative or an appointed agent being incorrect, false or incomplete;

• any changes being made or required to your supply, meter point information or metering set up after the commencement date (or Deemed Scheme commencement date, as applicable) which results in a change in third party charges;

• any new, change in or repeal of law (including legislation and court judgments), industry agreements and/or industry codes, or the interpretation, application or enforcement thereof;

• any change in the structure of third party charges or the methodology that the relevant third party has used to calculate them;

• any new, existing or increased charge introduced by or resulting from a decision or enforcement of an existing decision (as applicable), determination, requirement, direction or ruling by the authority, any other government body (including the Secretary of State) or competent authority or a third party (or a legal challenge thereto);

• any directions or requirements of the Secretary of State under the Act or any other legislation or regulation;

• the imposition of a requirement for an additional authorisation, requirement, consent, permission, approval, resolution, license, or registration, by the Authority or any other government body or competent authority;

• the change in the membership status of the United Kingdom following service of notice on the European Council by the UK Government of its decision under Article 50 of the Treaty on European Union to withdraw from membership of the European Union, and/or as a consequence of any withdrawal agreement subsequently reached between the UK Government and the European Union;

• or otherwise as expressly provided for elsewhere in these terms and conditions or any documents referred to in these terms and conditions (other than any changes made to this contract under clause 12.2).

13.3.2 Where we add or vary the charges under this clause 12.3, where applicable, we shall charge you for the charges as determined by the authority or relevant government body, competent or third party, or our reasonable estimate of such charges. We may later reconcile these charges and any overpayment or underpayment shall be corrected as soon as practicable once information on the actual charges is available by setting off or adding relevant amounts to any future bill or issuing an additional bill or credit note (as applicable).

14.1 To the extent that you own the metering equipment at any meter point under this contract, you shall ensure that at all times the metering equipment at that meter point complies with the Act, is installed and properly maintained in accordance with all applicable law and industry codes and is otherwise appropriate to supply all apparatus connected to it. If we own the metering equipment at a meter point, we shall ensure that at all times the metering equipment at that meter point complies with the Act, is installed and properly maintained in accordance with all applicable law and industry codes, and is otherwise appropriate to supply all apparatus connected to it.

14.2 If we become aware that any part of the metering equipment at a meter point does not, in our reasonable opinion, comply with clause 13.1, we shall (or, where you own the relevant metering equipment, we may) arrange for installation, maintenance or replacement of the metering equipment and you shall pay the costs incurred by us in doing so, irrespective of who owns such metering equipment.

14.3 Where it is a condition of our supply licence that an advanced meter is installed in respect of a meter point under this contract, you shall cooperate with us and our agent(s) to enable us to meet such obligations under our supply licence. If you fail to do so, we may be entitled to terminate your plan and/or contract under clause 14.3.

14.4 You shall notify us as soon as practicable if changes are made to any meter point or metering equipment.

14.5 You shall notify us immediately if you believe there has been damage to or interference with the metering equipment at any meter point under this contract, or any interruption to a communication signal from or to such metering equipment. You agree to provide us with all information in relation to such damage, interference or interruption as we may reasonably require. If you wilfully damage or interfere with any metering equipment or interrupt a communication signal from or to such metering equipment, we may:

• immediately terminate your plan and/or contract in accordance with clause 14.3; and

• recover from you (on an indemnity basis) all costs, losses, expenses and liabilities reasonably incurred by us as a result of such damage, interference, interruption and/or termination.

14.6 You shall provide us and the relevant agents with safe and reasonable access to the meter points and/or metering equipment at all times. You shall not obstruct access to a meter point and/or the metering equipment at any time and you shall ensure that, where access to a meter point and/or the metering equipment requires a key, accompaniment by you or your representative or any other form of assistance, access to the meter point and/or the metering equipment shall not be unduly restricted or delayed. If we or our agents are unable to gain safe and reasonable access to a meter point and/or the metering equipment at any time we may notify you of the situation and, if it is not rectified to our satisfaction within ten (10) working days of the notification, we shall pass through to you any additional costs incurred by us as a result of such failure.

14.7 For the purposes of the contract, the metering equipment at each meter point shall be deemed to be accurate unless either party is notified by the other that its accuracy is disputed. Where such notification is given, we shall arrange for the metering equipment to be examined in accordance with the Act as soon as practicable. Except where we own the metering equipment, you shall be responsible for all costs incurred as a result of such examination if the metering equipment is found to be inaccurate beyond the margin of error permitted under the Act. If the metering equipment is found to be accurate within the margin of error permitted under the Act, then the costs of such examination shall be paid by the party issuing the notification under this clause 13.7.

14.8 Metering agents 

14.8.1 As a matter of law and industry practice, you are entitled to instruct us to appoint your own choice of metering agents (this will be at your own cost which will be in addition to the charges).

14.8.2 If you instruct us to appoint your own choice of metering agent(s), you must ensure that such person(s):

• is qualified; and

• operates at all times in accordance with good industry practice, relevant legislation and industry codes.

14.8.3 We may reject or delay an appointment of your choice of metering agent(s) where we have reasonable grounds to do so.

14.8.4 You acknowledge that the charges will include amounts in relation to metering and other services provided by a third party (whether such third party has been appointed at your instruction or not). You shall be responsible for all costs, expenses, losses and liabilities incurred by us in relation to any metering or other service provided by a third party (whether such third party has been appointed at your instruction or not) and any costs incurred by us as a result of damage caused to, or removal of, such third party’s equipment.

14.8.5 If a metering agent you have appointed fails to perform, ceases to be qualified, causes or may cause us to be in breach of our supply licence conditions and/or we otherwise have reason to believe that they are not acting in accordance with good industry practice, relevant legislation or industry codes, we may:

• appoint a replacement metering agent of our preferred choice;

• pass through to you any costs, expenses, losses or liabilities we incur as a result of the events described in this clause 13.8.5, including but not limited to additional operational costs, regulatory/industry fines and/or penalties; and/or

• charge you our out of contract prices until you or your metering agent(s) have resolved the relevant situation to our satisfaction and these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request.

15.1 Termination, de-energisation and disconnection - general 

15.1.1 The parties acknowledge and agree as follows:

• The contract may be terminated in respect of any single meter point(s) in accordance with these terms and conditions. A meter point ceasing to be part of the contract does not affect the validity of the contract in relation to the remaining meter points.

• Termination of your plan in accordance with these terms and conditions does not affect the validity of the contract and the contract shall continue to apply until it is expressly terminated or it ends in accordance with these terms and conditions.

• Any single meter point can be de-energised or disconnected in accordance with these terms and conditions. A meter point being de-energised or disconnected does not affect the supply of energy to any other meter point. de-energisation in respect of a meter point in accordance with these terms and conditions does not affect the validity of the contract in respect of such meter point (and any other meter points we supply energy to under the contract) and the contract shall continue to apply until it is expressly terminated or ends in accordance with these terms and conditions. Disconnection of a meter point in accordance with these terms and conditions shall result in the automatic termination of this contract (and any plan thereunder) in relation to such meter point in accordance with clause 14.5.3.

15.2 Your termination rights 

15.2.1 You may:

• where applicable, terminate your fixed business plan under and in accordance with clause 9.5, in which case the provisions of clause 9.5 shall apply;

• where applicable, terminate your variable price plan under and in accordance with clause 10.5 in which case the provisions of clause 10.5 shall apply.

15.2.2 You may terminate your contract in the circumstances described in clause 12.2.2 by giving us thirty (30) days’ notice. Where you have provided notice to terminate your contract under this clause 14.2.2:

• such termination shall take effect thirty (30) days after the date of your notice, provided that if you are on a fixed business plan, you must have given us notice within ten (10) days of the date on which we notify you of the changes to your terms and conditions under clause 12.2.1; an

• the provisions of clause 14.4.2 shall apply.

15.2.2 You may terminate your contract in the circumstances described in clause 12.2.2 by giving us thirty (30) days’ notice. Where you have provided notice to terminate your contract under this clause 14.2.2:

• such termination shall take effect thirty (30) days after the date of your notice; and

• the provisions of clause 14.4.2 shall apply.

15.2.4 Where you are on a fixed business plan and before sixty (60) days prior to your end date, you agree to a new fixed business plan in respect of each of your meter points under this contract, then your contract shall automatically terminate on the end date of your current fixed business plan. To be clear, your new contract shall commence on the date it is agreed and your new plan shall commence in accordance with the terms and conditions of your new contract.

15.3 Our termination rights 

15.3.1 We may, at any time, terminate your plan by giving you notice:

• in the circumstances described in clause 5.3, 5.4.4, 11.4.1, 11.4.2, 13.3, and 13.5;

• if your act or omission causes us (or is likely to cause us) to be in breach of our supply licence or any other applicable law;

• if you are in material breach of any of your obligations under the contract; if we reasonably believe that you or your authorised representative have acted fraudulently in connection with this contract or any plan; or

• as otherwise expressly provided for in these terms and conditions or any document referred to in these terms and conditions.

Where we have provided notice to terminate your plan under this clause 14.3.1:

• such termination shall take effect immediately; and

• the provisions of clause 14.4.1 shall apply.

15.3.2 We may, at any time, terminate your contract in respect of one or more meter points by giving you notice:

• in the circumstances described in clause 11.5.1, 11.5.2, 13.3, 13.5 or 15.2;

• if you are the subject of an insolvency event

• if you are in material breach of any of your obligations under the contract;

• if you are in material breach of your obligations under the network operator’s terms of connection;

• if a supplier of last resort is appointed to any meter point under this contract;

• if any of the representations and warranties given under clause 6.7.2 are inaccurate or untrue;

• if your act or omission causes us (or is likely to cause us) to be in breach of our supply licence or any other applicable law;

• if we reasonably believe that you or your authorised representative have acted fraudulently in connection with this contract;

• you (or your third party intermediary) have provided us with false, incomplete and/or inaccurate information;

• as otherwise expressly provided for in these terms and conditions or any document referred to in these terms and conditions.

Where we have provided notice to terminate your contract under this clause 14.3.2:

• such termination shall take effect immediately; and

• the provisions of clause 14.4.2 shall apply.

15.3.3 We may also terminate your contract in respect of a particular meter point by giving you notice, if:

• we are unable to register that meter point for any reason beyond our control which despite our reasonable efforts, is not resolved twenty-one (21) days after the start date; and/or

• for electricity only, any transfer is not completed by the fourth time we attempt to register a meter point.

Where we have provided notice to terminate under this clause 14.3.3 such termination shall take effect immediately.

15.4 Consequences of termination 

15.4.1 If your plan has terminated under this clause 14 and you are not on another plan but your contract has not ended under clause 4 or terminated in accordance with this clause 14, subject to clause 14.5, you shall pay out of contract prices unless and until this contract ends under clause 4 or is terminated in accordance with clause 14.3 and these terms and conditions shall be replaced by the latest version of the standard terms and conditions for SME customers as published at eonnext.com from time to time, also available from us on request.

15.4.2 If your contract has terminated in respect of any meter point under this clause 14, the Deemed Customer Scheme shall apply to any such meter points in respect of which we remain the registered supplier and, subject to clause 14.5, you shall be charged at our deemed prices. To be clear, in the event that your contract is terminated for any reason you shall remain liable for all Green Deal charges.

15.5 Rights to de-energise and/or disconnect your supply 

15.5.1 Without prejudice to any remedies we may have under this clause 14 or otherwise under these terms and conditions, we may also de-energise and/or disconnect your supply:

• in the circumstances described in clause 5.4.4, 7.3, 11.4.1, 11.4.2 and 18.3;

• if your act or omission causes us (or is likely to cause us) to be in breach of our supply licence or any other applicable law;

• if you are in material breach of any of your obligations under the contract; if we reasonably believe that you or your authorised representative have acted fraudulently in connection with this contract or any plan; ; or

• as otherwise expressly provided for in these terms and conditions or any document referred to in these terms and conditions.

15.5.2 You may request de-energisation or disconnection of any meter point at any time.

• Where we have de-energised any meter point under clause 14.5.1 or 14.5.2 you shall be liable for any costs incurred by us reasonably associated with the de-energisation.

15.5.3 Where the network operator has disconnected any meter point under clause

14.5.1 or 14.5.2:

• the contract shall terminate in respect of that meter point as soon as the network operator has confirmed to us that physical disconnection has taken place; and

• you shall be liable for any costs incurred by us reasonably associated with the disconnection.

15.5.4 If, following de-energisation you wish to be re-energised you shall be liable for any costs incurred by us reasonably associated with the re-establishment of supply.

15.6 Changing your supplier 

15.6.1 If you attempt to change supplier of energy for a meter point, we may prevent an alternative supplier from registering such meter point if:

• you arrange to transfer to an alternative supplier before the end date of any fixed business plan agreed;

• you are on a variable price plan or fixed business plan and the transfer date is less than thirty (30) days from the date you told us you wanted to terminate your contract;

• you have an outstanding balance (unless you are supplied under the Deemed Customer Scheme);

• the new supplier attempts to register a meter point in error; registration of a meter point would be in breach of industry regulations and/or industry codes;

• an alternative supplier has not applied to transfer all related electricity meter points on the same working day for the same supply start date;

• the new supplier attempts to register a meter point and you have requested that we prevent such registration; and/or

• if we reasonably believe that you or your authorised representative have acted fraudulently in connection with this contract or any plan.

15.6.2 Subject to clause 14.6.1, where you arrange a transfer of your energy supply to an alternative supplier, we will take all reasonable steps to comply with any reasonable request from another supplier to provide information or take any other steps required to complete the customer transfer process within twenty-one (21) days from the date the alternative supplier registers the meter point. We shall have no liability where registration to an alternative supplier is delayed where:

• you have requested that the supply transfer take place over a longer time period;

• we do not have all of the information required to complete a supply transfer despite having taken reasonable steps to obtain such information; and/or due to other circumstances which are beyond our reasonable control.

16.1 Neither party shall be liable to the other for any failure to fulfil their obligations under the contract to the extent that the performance of the affected party is prevented or delayed due to Force Majeure. The affected party shall notify the other as soon as reasonably practicable of the Force Majeure event and take all reasonable steps to mitigate its effects. A further notification shall be issued to the other party immediately when the circumstances of the force majeure end.

16.2 If a Force Majeure event occurs and its effects continue for a period of three (3) months, either party may terminate this contract in accordance with clause 14.2.3 or 14.3.2 (as applicable).

17.1 Nothing in your contract shall exclude or limit liability for death or personal injury resulting from the negligence of a party or fraud.

17.2 Subject to clauses 16.3 to 16.5, we shall only be liable to you for physical damage to property which was reasonably foreseeable, at the time of entry into the contract, as a likely result of a breach. We shall not be liable for any damage to your property which was beyond our reasonable control howsoever caused.

17.3 Our total liability to you under or in connection with the contract shall not exceed £100,000 in any calendar year.

17.4 Except in respect of your liability to pay the charges and where otherwise expressly provided, neither party shall be liable to the other, under contract or otherwise, for loss of use, revenue, business, profit, contract or goodwill or for any special, consequential or indirect loss or damage of any nature, or for any liability of the other to any other person.

17.5 We shall not be responsible for, nor shall we have any liability to you whatsoever for, any losses, costs, expenses, liabilities or additional charges caused by the acts or omissions of any third party, including but not limited to any agent.

The following provisions apply only in respect of the supply of electricity to your meter point(s).

18.1 National Terms of Connection 

Unless you have a pre-existing agreement between you and the relevant network operator, you acknowledge and agree that by entering into the contract for the supply of electricity to the meter point(s), you are also entering into the National Terms of Connection (NTC) in respect of such meter points, the terms of which are deemed to be incorporated into this contract in full.

The NTC is a legal agreement. It sets out rights and duties in relation to the connection at which your network operator delivers electricity to, or accepts electricity from, your premises.

You acknowledge that we are acting as an agent of the relevant network operator to enter into an agreement with you that the conditions of the NTC will apply in respect of the meter point(s) under this contract. You are deemed to have entered into such an agreement from the date on which you enter into the contract, and this affects your legal rights.

If you would like a copy of the NTC or have any questions about it, please write to: energy Networks Association, 1st Floor, 4 More London Riverside, London, SE1 2AU: phone 0207 706 5137, or see the website at connectionterms.org.uk

18.2 Measurement class changes 

18.2.1 Where the average maximum monthly electricity demand at a meter point exceeds 100kW in the three (3) Months of highest demand during the previous twelve (12) Months, we are required to ensure that you have appropriate metering equipment including a permanent, functioning communications facility. Where you satisfy this criteria you must, at your own cost, provide appropriate metering equipment including a permanent, functioning communications facility.

18.2.2 where applicable, we may terminate your plan from the date of installation of the new equipment in accordance with clause 14.3.1;

• we may de-energise or disconnect your supply from the date of installation of the new equipment in accordance with clause 14.5.1; and/or

• we may terminate your contract from the date of installation of the new equipment in accordance with clause 14.3.2.

Where we have terminated your contract and/or plan under clause 17.2.1 above, we may provide you with a new agreement. We may also transfer your account to a different servicing team to manage and service your account. If this is the case, we will contact you to advise you of your options.

18.3 REGO backed supply 

8.3.1 Where applicable and where indicated on your contract confirmation letter, we have agreed that we will purchase an amount of Renewable energy Guarantee of Origin (REGO) certificates, or certificates from any other qualifying instrument as approved by Ofgem or the Department for Business energy & Industrial Strategy (“Renewable energy certificates”), equivalent to the expected amount of your supply for the duration of your fixed business plan and shall allocate such Renewable energy certificates in accordance with our internal procedures (as amended from time to time).

18.3.2 The purchase of renewable energy certificates demonstrates the purchase of electricity generated from a renewable source. We make no promise or representation as to any environmental benefits from the relevant underlying renewable source. In addition, the purchase of this electricity does not create any additional environmental benefit as this renewable energy is already going to be produced.

18.3.3 In the event there is a change in law or regulations which (directly or indirectly) affects the availability of renewable energy certificates or energy from a renewable source or where we cannot purchase renewable energy certificates for any reason whatsoever, we may, where possible, and at our sole discretion, substitute this with a comparable product and/or vary the charges to reflect the change or comparable product. If a comparable product is not substituted, our obligations under clause 17.3.1 shall be suspended until the end date of your fixed business plan after which our obligations under 17.3.1 will cease.

The following provisions apply only in respect of the supply of gas to your meter point(s).

19.1 Our obligation to supply gas is conditional upon you providing us with emergency contact details as required in accordance with the uniform network code. You shall inform us immediately of any changes to the emergency contact details provided to us. You agree to cooperate with any exercises carried out by us or the network operator to update emergency contact details or test gas emergency procedures.

19.2 Except where the metering equipment relevant for gas is owned by the network operator or us, you shall be the gas act owner and will, at your own expense, keep such metering equipment in proper order for correctly registering the quantity of gas in accordance with the Act. Failure to comply with your responsibilities under the Act may result in disconnection of the supply by the network operator or us

19.3 You acknowledge that:

• we may disconnect any meter point where no gas is used for a consecutive period of six (6) months; and

• the network operator may remove the means of supply from a disconnected meter point which is not re-established within twelve (12) months of such disconnection.

You shall be liable for all costs reasonably associated with such disconnection or removal.

19.4 Where you are subject to firm load shedding by a gas transporter as a result of a gas deficit emergency, we agree to pay you (as soon as reasonably practicable) a DSR payment provided that we receive the payment applicable to you from the relevant gas transporter.

20.1 Information 

20.1.1 Any information provided to you by us is solely for the purpose of the performance of your obligations under this contract only and you must not use any such information for any other purpose.

20.1.2 Subject to the rest of this clause 19.1.2 and 19.3.1, neither party shall disclose information relating to this contract without prior Written consent from the other party, except to comply with any relevant law or regulation or any request or direction from any authority. Notwithstanding the foregoing, you agree that we may disclose any information relating to you or your account:

• to any person who is the Beneficiary of an LOA in accordance with clause 8.4; to any person in order to allow us to perform our obligations under this contract;

• to any person to whom we may transfer the whole or substantially the whole of our business

• to any bank, financial institution, rating agency or other finance provider to the extent required in relation to the financing (or potential financing) of our business activities;

• with credit bureau(x) in order to exercise our rights under this contract;

• to other third parties to provide you with an agreed service;

• to any third parties or any of our group of companies, who we have identified as being able to provide energy related services to you;

• to any third party contracted by us to recover sums due to us and/or perform services on our behalf under this contract;

• to organisations for the detection and prevention of crime;

• to any organisation established to communicate securely with smart meters and share information from smart meters with customers’ energy suppliers and other authorised organisations; and

• with third parties carrying out market research and/or performance monitoring services for us.

20.2 Any data or information collected in connection with the performance of this contract may be retained by both parties for at least six (6) years following the end date.

20.3 Personal data

• 20.3.1 If you provide any personal data to us under this contract, E.ON Next Energy Limited will be the ‘Data Controller’. Our Data Protection Office can be contacted at Floors 5-7, Rutland Centre, Halford Street, Leicester, LE1 1TQ. We will process your personal data in accordance with our privacy notice, as amended from time to time, which can be found at eonenergy.com/privacy or by contacting us to request a paper copy.

• 20.3.2 You have a number of rights relating to the access to, and control of your data. These are also set out in our privacy notice.

21.1 The contract constitutes the entire agreement between the parties and supersedes all previous agreements or understandings, whether written or oral, relating to the subject matter of the contract.

21.2 Each party acknowledges and agrees that in entering the contract it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this contract or not) other than as expressly set out in the contract except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the contract.

21.3 Except for those expressly set out in the contract, all warranties, conditions, representations and undertakings (including any and all warranties, conditions, representations and undertakings implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law.

21.4 The contract may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute one and the same contract.

21.5 The provisions of clauses 8.2, 11.2.1, 11.2.4, 11.2.6, 11.3.6, 11.4, 11.5, 11.7, 12, 15, 16, 19, 20, and 21 shall survive termination or the ending of the contract.

21.6 Termination or the ending of your contract shall not affect any rights or obligations which may have accrued prior to the date of termination or the end of your contract.

21.7 The contract is between you and E.ON Next. The terms and conditions of your contract also apply where we act as agent of any of our group of companies and references to ‘we’, ‘us’ or ‘our’ shall include those other companies where appropriate.

21.8 Where this contract is entered into between us and more than one person, each of you shall be joint and severally liable for all obligations under the contract. We may take action against, or release or compromise in whole or in or part the liability of any one party under the contract or grant any time or other indulgence without affecting the liability of the other parties.

21.9 You shall not transfer, novate or assign any of your rights or obligations under this contract without our prior written consent, which we may withhold at our sole and absolute discretion. We may transfer or assign any or all of our rights or obligations under this contract without your consent

21.10 No delay, neglect, or failure on the part of either party in enforcing against the other party any term or condition of this contract, or exercising any right under this contract, shall be or shall be deemed to be a waiver or in any way prejudice any right of that party under this contract. Any waiver by either party of any of its rights under this contract must be in writing and a waiver only applies to the specific breach expressly referred to in the waiver and shall not entitle any further breaches.

21.11 If any provision of the contract is declared invalid, unenforceable or illegal by the courts, the remaining provisions of the contract shall continue in full force and effect.

21.12 Any notice to be given under this contract by us to you shall be in writing and delivered by hand or sent by email, recorded delivery or registered letter to the billing address (as applicable).

21.13 Internet communications are not always secure and we do not accept legal responsibility for any message sent electronically. You are responsible for verifying its authenticity before acting on the contents. Where we send electronic communication to you we cannot guarantee that they are virus-free and we do not take responsibility for virus checking.

21.14 Subject to clauses 17.1 and 20.7, any person who is not a party to this contract shall not acquire or have any rights under this contract whether by virtue of the Contracts (Rights of Third Parties) Act 1999, or otherwise.

21.15 Each party shall use reasonable endeavours to resolve a dispute. If the parties are not able to agree a resolution or there is a failure to implement the resolution correctly, either party may pursue any remedies that it may have under this contract or at law. The contract shall apply during any dispute resolution process.

21.16 Your contract (and any non-contractual obligations arising out of or in connection with it) shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to determine disputes arising out of or in connection with your contract (including any non-contractual obligations).

22.1 In the contract, where applicable and unless otherwise stated:

• references to the singular include references to the plural and vice versa;

• words denoting persons shall include a natural person, bodies corporate and unincorporated associations of persons and shall include permitted successors or assigns of such persons.

• headings are inserted for convenience only;

• references to any statute, statutory provision, statutory instrument, regulation or code include any amendments, extensions and re-enactments thereof;

• references to "including", "includes" and "in particular" are illustrative only, and shall not limit the sense of the words preceding them and each of them shall be deemed to incorporate the expression "without limitation"; and a word importing one gender shall (where appropriate) include any other gender;

22.2 In your contract the following terms have these meanings:

Act the Electricity Act 1989 and/or the Gas Act 1986, as applicable;

Advanced meter metering equipment, other than a half-hourly meter that provides agents with the ability to obtain details of your consumption remotely on a half-hourly (electricity) or hourly (gas) basis;

Agent a meter operator, data collector, data aggregator, the gas network operators’ agent, meter asset manager or an agent appointed by us to provide advanced meter services;

Authorised representative a person who has authority to act on your behalf including, but not limited to, a person in a position of authority in your organisation, a TPI, broker, consultant or managing agent;

Authority the Gas and Electricity Markets Authority (GEMA), the Office of Gas and Electricity Markets (Ofgem), the Competition Markets Authority (CMA) or HMRC;

Back billing rules the rules by which we will recover charges, from a Micro Business Consumer, for a period not billed or billed inaccurately and which is governed by the supply licence conditions concerning back billing under which we will only bill or recover charges for energy consumed or charges accrued within:

• a period not greater than twelve (12) Months prior to the date of the bill; or

• a period greater than twelve (12) Months prior to the date of the bill where:

  • as a result of any obstructive or manifestly unreasonable behaviour by you we are unable to produce an accurate bill for the energy consumed; or

  • Ofgem issue direction or guidance that does not prevent us from recovering Charges for a period greater than twelve (12) Months.

To be clear, the restriction in a. above does not prevent us seeking repayment of a bill which was produced in accordance with the supply licence conditions concerning back billing but remains unpaid after twelve (12) months.

Balancing and settlement code the code of that title and all related documents comprising a set of rules to which electricity market participants are required to conform, a copy of which can be found at elexon.co.uk;

Barclays Business Premium Bank Rate as published on the Barclays website from time to time;

Beneficiary the person you have identified to act on your behalf in the LOA you have provided to us in accordance with clause 8.4;

Bill an invoice or statement sent to you which may include details of your energy usage, what we’ve charged you, payments you have made to us and what you owe us;

Billing address the address we will send your bills and letters to and/or other address that we agree we will send your bills and letters to;

Billing period the relevant period of time (as determined by us) in respect of which a bill issued under this contract shall relate;

Brexit means the United Kingdom (or some part thereof) leaving the European Union in accordance with Article 50 of the Treaty on European Union in March 2019;

Capacity the total amount of energy you may consume at a meter point in any given period as agreed with the relevant network operator. In electricity, this is known as the “authorised supply capacity” (ASC);

Capped where a gas supply is temporarily interrupted so that gas cannot flow from the network to the premises;

Charges all amounts due under your contract, including all amounts due in respect of the energy supplied to the meter point(s) and all other costs, charges and expenses referred to in these terms and conditions or otherwise specified in the contract;

Climate Change Levy is a tax referred to in Schedule 6 of the Finance Act 2000, levied on electricity and gas used by businesses;

Commencement date as defined in clause 4.1;

Complaints handling procedure the relevant document of that name for small business customers, as amended and published from time to time by us (available at eonnext.com)

Contract except where the Deemed Customer Scheme applies, has the meaning given to it in clause 2.1;

Contract confirmation letter the letter and/or electronic communication sent to you that refers to the prices and terms which apply to your plan. when either:

• we send you an offer of a contract or you have accepted our offer of a plan and/or contract; or

• have moved onto a Variable Price plan in accordance with sub-clause 9.4

Credit bureau(x) an establishment which collects and compiles data on individuals or businesses and makes such information available to subscribers to allow them to evaluate the financial stability of such individuals or businesses;

Data aggregator for electricity only, appointed to carry out the aggregation of metering data received from the data collector;

Data collector appointed to provide data retrieval and/or data processing services;

Data controller as defined in the GDPR;

De-energise where an electricity supply is temporarily interrupted so that electricity cannot flow from the Network to the relevant meter point and in respect of gas supplied temporarily interrupted it is Capped. and references to “De-energised” and “De-energisation” shall be interpreted accordingly;

Deemed Customer Scheme the relevant document of that name made by us under Schedule 6 of the Electricity Act 1989 or Schedule 2B of the Gas Act 1986, as applicable, published from time to time by us (available at eonnext.com ) and which for the purposes of small medium enterprise customers incorporates these terms and conditions and deemed prices;

Deemed prices the rates and charges of that name published from time to time by us (available at eonnext.com) in accordance with Schedule 6 of the Electricity Act 1989 or Schedule 2B of the Gas Act 1986, as applicable;

Deemed Scheme commencement date as defined in clause 4.3;

Department for Business, energy & Industrial Strategy or “BEIS” the Government department of that name, or any subsequent Government department responsible for energy;

Direct Debit a pre-authorised payment under which you authorise your bank to pay a fixed and/or a variable amount of money directly to us at regular intervals, as shown in the contract confirmation letter;

Direct Debit discount a discount, as Notified y us, which is applied to your Charges on each bill when each bill when payment is made by Direct Debit;

Direct Debit price the prices, as Notified to you on a contract confirmation letter and/or any other (or subsequent) letter, that you will be charged when payment is made by Direct Debit in accordance with your contract;

Disconnect the permanent removal of a meter, cabling and service from the premises which permanently removes the supply and where no energy can flow directly or indirectly from the Network to the relevant meter point, and “Disconnected” and “Disconnection” shall be interpreted accordingly;

DSR payment a payment made by us to you for the provision of emergency steps to reduce or discontinue the offtake of gas by a gas transporter (demand side response) due to a gas deficit emergency in accordance with the Transportation Principal Document Section Q of the Uniform Network Code;

Eligible you will be eligible if you are on:

• a fixed business plan

• variable price plan; or

• out of contract prices;

and we have told you that you are eligible in a contract confirmation letter and/or any other (or subsequent) letters confirming the prices you need to pay;

Emergency contact details for gas only, details of emergency contacts who, between them, are available twenty-four (24) hours a day, seven (7) days a week and three hundred and sixty-five (365) days a year to arrange for the site to stop taking gas where so directed by us or your Network Operator in order to avert or diminish the effect of a gas supply emergency;

Emergency contacts for gas only, a name and telephone number for a representative who can be contacted twenty-four (24) hours a day in emergencies. Where gas consumption exceeds an annual quantity of 732,00kWh for a meter point supplied under the contract are not manned twenty-four (24) hours a day, three (3) contact names and/or job titles each with up to three (3) telephone numbers. If a relevant premises is manned twenty-four (24) hours a day, only one (1) emergency contact needs be provided. Sites with an annual quantity of > 1,464,000kWh must also provide one (1) fax number; this need not be manned constantly but must be capable of receiving faxes twenty-four (24) hours a day;

End date for fixed business plans, the date specified in the contract confirmation letter and for variable price plans, the date your notice period ends;

Energy electricity and/or gas, as appropriate;

Firm load shedding the reduction or discontinuance of gas at a meter point as defined in the Uniform Network Code;

Fixed business plan the plan of that name specified in the contract confirmation letter, under which the prices we charge for the supply of energy may change only in certain circumstances and the customer has more limited rights to end the plan, as more particularly described in clause 9;

Fixed business prices the prices applicable to your fixed business plan as detailed in the contract confirmation letter as the same may be varied in accordance with these terms and conditions;

Force Majeure an act of God, industrial action (except where solely restricted to employees of the Party claiming a force majeure event), an act of the public enemy or terrorist, war declared or undeclared, sabotage or act of vandalism, civil commotion, lightning, earthquake, hurricane, fire, storm, flood, drought, accumulation of snow or ice, explosion, exceptional breakage or accident to machinery or pipelines, governmental restraint, and any other cause which is beyond the reasonable control of the affected party, provided that Force Majeure shall not include economic hardship or the inability or failure to pay any amount due under the contract;

Gas act owner as defined in the Uniform Network Code;

Gas deficit emergency a network gas supply emergency as defined in the Uniform Network Code;

Gas transporter as defined in the Uniform Network Code;

GDPR means the EU General Data Protection Regulation (Regulation (EU) 2016/679), as amended;

Good industry practice the exercise by an agent of such skill, diligence, prudence and foresight as would reasonably and ordinarily be expected from a prudent agent, engaged in the same type of business, under the same or similar conditions;

Green Deal a government scheme to allow for energy savings improvements paid for through the energy bills for the relevant premises in accordance with Chapter 1 of Part 1 of the energy Act (2011);

Green Deal bill payer the Party who is responsible for paying the energy bills for the premises subject to an arrangement under the Green Deal;

Green Deal charges any payment required by you in respect of an arrangement under the Green Deal;

Green Deal provider an accredited company to provide the installation and financing of energy efficiency improvements under the Green Deal;

Half-hourly meter in electricity only, as defined in the Balancing and Settlement Code;

HMRC means HM Revenue and Customs;

Industry Codes any set of licences, industry codes and standards, including but not limited to guidance or advice notes, technical guidance notes, guidelines, regulations, codes of practice, or determinations made, issued or approved by BEIS, the Authority or a government body that govern, regulate or are applicable to the energy industry, Supply Licences or to this contract, including those expressly referred to in this contract;

Insolvency event shall mean circumstances under which you

• have a receiver or similar officer appointed over all or a material part of its assets or undertaking;

• pass a resolution for winding-up (other than a winding-up for, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to that effect or a court makes an order for administration (or any equivalent order in any jurisdiction);

• enter into any composition or arrangement with its creditors (other than relating to a solvent restructuring);

• cease to carry on business;

• are unable to pay its debts as they become due in the ordinary course of business;

Letter of Authority or LOA a letter, issued and signed by you, that authorises a third party to act on your behalf regarding your energy account and your contract;

Material breach a breach serious enough to destroy the value of the contract or have serious consequences on the outcome of the contract and gives basis for an action for breach of contract and/or termination of the relevant contract;

Meter asset manager a person appointed to provide, install, maintain or administer the metering equipment;

Meter Operation Code of Practice Agreement an agreement which authorises meter operators to install and connect meters to the electricity network by clarifying that the equipment being provided, installed and maintained meets appropriate technical requirements and that work is carried out to adequate safety standards;

Meter operator a person appointed to provide, install, maintain or administer the metering equipment;

Meter point the point at which electricity or gas is metered prior to supply to your premises and at which title and risk in that energy passes to you. There may be more than one (1) meter point at each premises;

Meter reader a person appointed to provide data retrieval and/or data processing service;

Metering equipment any equipment which, whether directly or indirectly, has an effect in the recording and communicating the consumption of energy at a singular meter point (giving the ability to use such information in billing and settlement), including any communication equipment;

Micro Business Consumer an energy consumer who:

• has an annual electricity consumption of not more than 100,000 kWh or an annual gas consumption of not more than 293,000 kWh; or

• has fewer than ten (10) employees (or their full time equivalent) and an annual turnover or annual balance sheet total not exceeding Euros 2 million;

Month a calendar month, and “Monthly” shall be interpreted accordingly;

National Terms of Connection or NTC the document of that title which can be found at connectionterms.org.uk

Network the local electricity or gas distribution network, as applicable;

Network operator in respect of a meter point, the operator of the local Network;

Non-Direct Debit price the prices, as notified to you on a contract confirmation letter and/or any other (or subsequent) letter, that you will be charged when not paying your bills via Direct Debit in accordance with your contract;

Notice a notice sent to the relevant party’s notice address in accordance with clause 20.12, and “notification”, “notified” and “notify” shall be interpreted accordingly;

Notice address for notices from us to you, your registered office address or any replacement address designated by you or any email address you provide to us; for notices from you to us, the address indicated in the contract confirmation letter or any replacement address designated by us from time to time;

Notice for fixed business plans, the date thirty (30) days prior to the end date as shown on the contract confirmation letter or on your bill;

Notice period either:

• the thirty (30) day period following the date you gave notice to terminate your contract and/or plan; or

• for fixed business plans only and where you give notice to terminate your contract and/or plan prior to the notice, the period between the notice and end date;

Ofgem Meter Asset Managers Registration Scheme the scheme of that name details of which can be found at www.ofgem.gov.uk;

Out of contract prices the rates and charges of that name published from time to time by us (available at eonnext.com );

Outstanding balance where:

• the balance on your account has been overdue for more than fourteen (14) days from the date we sent you a bill and you pay either on receipt of bill or by variable Direct Debit;

• there is a debit balance on the account and there has been an unpaid fixed Direct Debit in the last three (3) months; or

• there is a debit balance on the account and a SME prepayment meter is being used to recover an unpaid amount from a previous bill;

Party either you or us, and parties means you and us;

Personal data as defined in the GDPR;

Plan either a fixed business plan or Variable Price plan as applicable;

Premises each of the premises relevant to the meter points supplied (or due to be supplied) under the contract and as stated in the contract confirmation letter;

Prepayment meter a Pay-As-You-Go (PAYG) meter and/or Smart meter in the PAYG setting;

Pricing mechanism a mechanism by which some or all of the charges shall be determined during your plan in accordance with the special conditions set out in the contract confirmation letter or otherwise as agreed between us;

Privacy notice our privacy notice sets out:

• where we might get data about you from;

• why we need it;

• what we might do with the data (including who we might share it with ;

• the circumstances in which your data might be transferred abroad; and how long we keep it for.

Process/processed as defined in the GDPR;

Qualified for electricity, as defined in the Balancing and Settlement Code, and in respect of meter operators, also being a signatory to the Meter Operation Code of Practice Agreement. For gas, registered and approved under the Ofgem Meter Asset Managers Registration Scheme;

Registered supplier the licensed supplier of energy to whom the relevant meter point(s) have been registered in accordance with industry regulations;

Renewable energy certificate as defined in clause 17.3.1;

Renewable energy Guarantees of Origin or “REGO” electricity certificated as being produced from an eligible Ofgem accredited renewable energy source in the UK;

Renewable source wind, solar, geothermal, wave, tidal, hydropower, biomass, landfill gas, sewage treatment plant gas and biogases;

Renewal offer letter the letter sent to you on or around 60 days before the end date of your fixed your fixed business plan to provide you with your options for pricing and other commercial terms and conditions for the end of your current fixed business plan;

Sanctions list means a consolidated list of persons, groups and entities which are the designated target of, or otherwise subject to, economic and non-economic sanctions imposed by governments and/or multinational bodies;

Standards of performance regulations means The Electricity and Gas (standards of Performance) Performance) (suppliers) Regulations 2015 that sets out performance standards that suppliers must meet;

Start date the date on which supply of energy to the meter point(s) under this contract or a plan is or a plan is proposed to commence, as specified in the applicable contract confirmation letter;

Supplier in relation to any business or activity, means any person authorised by licence granted or treated as being granted under the Act or, in appropriate cases, by exemption granted under the Act to supply energy;

Supplier certificate certificates available from HMRC or the government representing the percentage of supply eligible for relief from taxes, duties or third party charges, including the Climate Change Levy supplier certificates (PP11), representing the percentage of supply eligible for relief from Climate Change Levy;

Supplier of last resort a licensed supplier appointed by the Authority in the event of an insolvency of another supplier under the energy Act 2011;

Supply licence a licence granted to us under the Act to supply gas or electricity to end users;

Terms and conditions means these terms and conditions relating to the supply of energy to you, as varied from time to time;

Third party charges any charge, costs, expenses, losses or liabilities incurred and/or passed through to us and/or levied on us by a third party in connection with the supply of energy;

Third party intermediary or TPI an energy broker or energy consultant who provides introductory services, price comparison services, energy contract advice and/or in some instances utility management to businesses;

Uniform Network Code the code of that title and all related documents comprising a set of rules to which gas market participants are required to conform, which can be found at gasgovernance.co.uk;

Us/we/our E.ON Next Energy Limited, a company incorporated under the laws of England and Wales with registered company number 03782443;

Variable price plan the plan of that name specified in the contract confirmation letter under which the prices we charge for the supply of energy may change at any time and thirty (30) days’ notice is required to end the plan, as more particularly described in clause 10;

Variable prices the prices applicable to your variable price plan as may be notified to you from time to time and which may be found on our website or by contacting us;

VAT means value added tax;

Working day any day other than a Saturday, Sunday or bank holiday in England and Wales;

Writing includes writing sent or received by electronic communication, and “written” shall be interpreted accordingly;

You or your the party or parties named as the customer in the contract confirmation letter.

Flexible prices the prices applicable to Your Flexible Business contract as may be notified to you from time to time and which may be found by contacting us;

Your Flexible Business contract the plan of that name specified in the contract confirmation letter under which the prices we charge for the supply of energy will be amended every year and thirty (30) days’ notice is required to end the plan, as more particularly described in clause 11.