SCHEDULE 1 GENERAL TERMS AND CONDITIONS

PART A contains the General Terms which apply to all Services.

PARTS B – E contain Terms relating to specific Services as applicable.

PART A – GENERAL TERMS

IT IS HEREBY AGREED AS FOLLOWS:

          1.        DEFINITIONS AND INTERPRETATION

1.1         In this Agreement (including the Recitals and the Schedules), except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below:

1.2         In this Agreement, unless the context otherwise requires:

1. references to Recitals and Schedules are to be construed as references to the recitals and schedules to this Agreement and references to this Agreement include its Schedules;
2. words importing the singular include the plural and vice versa, words importing a gender include every gender;
3. references to a person shall be construed as including references to an individual, firm, issuer, corporation, unincorporated body of persons or any state or any agency thereof;
4. any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or reenacted;
5. headings are for convenience of reference only and shall not affect the interpretation of this Agreement;
6. wherever the words “other”, “in particular”, “include”, “including”, “such as” or “for example” are used in this agreement, they are to be construed without limitation; and
7. a reference in this agreement to a law is a reference to it as it is in force at the relevant time, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation then in force under it.

1.3         Any Order Forms which are expressed to be entered into pursuant to this Agreement and which are signed by the Parties shall be part of the Agreement.

1.4         As between this Agreement and any Order Form, this Agreement shall prevail in the event of any conflict, except where:

1. any provision in an Order Form is expressly stated to vary or amend this Agreement (in which case the variation in an Order Form to this Agreement shall operate only in relation to such Order Form); or
2. this Agreement expressly contemplated in relation to such provision that the Order Form may provide otherwise.

2.          TERM

2.1         This Agreement shall take effect on the Effective Date and shall continue to be in force until terminated in accordance with the provisions of clause 10.

2.2         Each Service shall be effective from each Service Start Date(s) applicable to each Service to be supplied until the expiry of the Minimum Period.

2.3         In the case that Services continue past the Minimum End Date You will be charged at Our business deemed contract rates which are available upon request and which we will inform you of at least 28 days prior to the End Date.

          3.          SERVICES

3.1         We agree to provide Services to You in exchange for Fees, any Supplemental Charges, or costs incurred on Your behalf by Us, and in accordance with the terms and conditions of this Agreement.

3.2           The Services, Deliverables, and Fees shall be determined as follows:

1. If You require Services, You will notify Us in writing, setting out:
1. the requested Premises and their capacity;
2. the Services required with the applicable Start Dates and End Dates; and
2. Within 5 Business Days of receipt of the request from You pursuant to clause 3.2, We shall send an Order Form to You, which sets out the proposed pricing as well as any other relevant information in respect of the requested Services.

3.3         Upon signature of the Order Form by both Parties, it shall be incorporated into the Agreement and the Parties shall be bound by its terms. There will not be a binding contract for the Services until We have accepted the Order Form.

3.4         If we accept Your Order Form We will email You to let You know that the Order Form has been accepted. We will provide You with details of when You can expect to receive the services.

3.5         You acknowledge that we are a broker or white label provider and the Services and Our obligations may be carried out on Our behalf by a Supplier or another agent or subcontractor acting on Our or a Supplier’s behalf.

3.6         You acknowledge that, although We will use all reasonable endeavors to provide Services without error or interruption, there may be matters beyond Our control that may prevent Us from doing so.

3.7         The Services may not be available to a small number of Premises in certain circumstances. We will tell You if this applies to You.

3.8         You may be required to contact Your existing provider in order to terminate any existing contracts for the Services. We will let You know what You need to do. Your current provider may charge You cancellation fees or other charges in relation to the termination of any existing contracts.

3.9         You will be billed for Services that You receive on and from the Start Date. Any subsequent Services will be billed from when their individual Start Date is reached or when the Service goes live.

          4.        INTELLECTUAL PROPERTY

4.1         Unless expressly set out in the Agreement or any Order Form, neither Party shall have any claim or interest in the other Party’s Intellectual Property Rights.

          5.          PRICING

5.1              Applicable pricing will be detailed in the Order Form(s) and relevant Schedules.

5.2         Any Fixed Pricing agreed will apply for the duration of each Service until the expiry of the Minimum Period.

5.3         When any Fixed Pricing period expires You will be billed on our business deemed contract rates as per Clause 2.3.

5.4         We reserve the right to amend deemed unit prices in line with wholesale costs. We will inform You prior to any applicable increases.

          6.         PAYMENT AND RECONCILIATION

6.1         We shall send a Payment Notice in the agreed regularity for each live Service to the amount specified on the applicable Order Form.

6.2         Upon request, or at minimum annually, We shall reconcile Your payments in line with consumption for each Service at each of Your Premises. This Reconciliation may result in an additional Payment Notice of a debit or credit.

6.3         Reconciliation and additional charges will be calculated using data recorded by Us or provided by the Supplier or provided by You at Our request.

6.4         You shall, within 5 Business Days of receipt, inform Us in writing if You, acting reasonably, have a query in respect of a Payment Notice or Reconciliation and wishes to withhold payment of it, or a part of it. In the absence of such notice the Payment Notice or Reconciliation shall be deemed to have been accepted.

6.5         Any query submitted pursuant to clause 6.3 shall be discussed between the Parties’ representatives for a period of 5 Business Days after the invoice due date. If the query is resolved within such period, the amount in question shall be paid immediately and if it is not resolved in such period, it shall be dealt with in accordance with the provisions of clause 15.9.

6.6         We reserve the right to bill You for all (i) Fees; (ii) Supplemental Charges; and (iii) cancellation charges. We will endeavor to keep You informed of any Supplemental Charges that may occur.

6.7         You must pay Us by direct debit mandated for the duration of the Master Services Agreement unless otherwise stated.

6.8         You agree that We may offset any credit balances You may accrue in respect of any of the Services from time to time against any debit balances accrued against any other Services from time to time and aggregate the Fees accordingly.

6.9         All fees are payable monthly in advance. VAT and climate change levy are due at the current applicable rates.

          7.         CONFIDENTIALITY

7.1         Each Party will treat as confidential all Confidential Information obtained from the other under this Agreement. The Parties agree that they will not without the prior written consent of the other disclose Confidential Information to any person or use the same except for the purposes of complying with their respective obligations pursuant to this Agreement.

7.2            Clause 7.1 does not prohibit disclosure of Confidential Information to:

1. the receiving Party’s own personnel (including employees, agents and permitted contractors) who need to know of the Confidential Information provided that such personnel are first made aware of the confidential nature of the Confidential Information and the receiving Party’s obligations in relation to it and themselves agree in writing to treat the Confidential Information confidentially; or
2. the receiving Party’s auditors, professional advisers, any person or organisation having a statutory or regulatory right to request and receive that information, including without limitation a relevant tax authority.

7.3         Clause 7.1 does not apply to information which the receiving Party can show by reference to documentary or other evidence:

1. was rightfully in its possession before the start of discussions between the Parties relating to this Agreement; or
2. is already public knowledge or becomes so at a future date (save for as a result of breach of clause 7.1); or
3. is received from a third party who is not under an obligation of confidentiality in relation to the information; or
4. is developed independently without access to, or use of or knowledge of, the Confidential Information.

7.4         The obligations of confidentiality under this clause 7 shall survive the termination of this Agreement until such time as the Confidential Information enters the public domain other than through the fault of the recipient Party.

          8.        REPRESENTATIONS AND WARRANTIES

8.1    Each of the Parties hereby represents, warrants and undertakes to each other that:

1. it has the power, has taken all necessary action to allow it, and has all governmental and regulatory authorisations, licenses, approvals and registrations necessary for it to enter into and perform this Agreement and to permit the payments contemplated by this Agreement;
2. neither the entry into or performance by it of, nor any payment contemplated by, this Agreement does or will conflict with any court order or agreement to which it is a party or with its constitutional documents; and

8.2         We hereby represent, warrant and undertake that We shall provide the Services with reasonable care and skill and in accordance with best industry practice.

          9.         LIABILITY

9.1           Nothing in this Agreement shall exclude or limit a Party’s liability for:

1. fraud or fraudulent misrepresentation;
2. death or personal injury caused by its negligence (as defined in section 1 of the Unfair Contract Terms Act 1977); or
3. any other liability which it is not permitted to exclude or limit.

9.2         Nothing in this Agreement shall affect Your statutory rights if You are a consumer.

9.3         Subject to clause 9.1, each Party’s liability in respect of breach of contract or breach of duty, tort or fault or negligence or otherwise whatsoever and/or howsoever arising out of or in connection with this Agreement or any Order Form shall be limited to the lower of: (i) the amount paid by You to Us annually prior to the date on which Your claim arose; and (ii) £100,000 (one hundred thousand British pounds sterling).

9.4         Neither Party shall be liable to the other Party or be deemed to be in breach of its obligations under any provision in this Agreement, to the extent that such breach is a result of:

1. any delay or failure by the other Party in performing its obligations under this Agreement; or
2. following the other Party’s reasonable instructions.

9.5      Notwithstanding any other provision in this Agreement, in no event shall We be liable for:

1. any lost revenue, lost profits, business, opportunity or anticipated savings, loss of goodwill or injury to reputation, loss of data and/or loss of use of any data, replacement goods, loss of technology rights or services; or
2. incidental, punitive, indirect or consequential damages arising from or related to the performance of its obligations under this Agreement, even if advised of the possibility of such damages, whether under contract, tort (including negligence), strict liability or otherwise.

9.6         You agree to indemnify Us and any Supplier against any loss either of Us may suffer from Your use of the Services and any costs and claims from any third party resulting from your acts or omissions in respect of the Services.

9.7         You, including where appropriate Your Guarantor, are jointly and severally liable to pay the Fees incurred under this Master Services Agreement and We shall be entitled to call upon You or Your Guarantor for payment in full of any outstanding monies due.

          10.      TERMINATION AND TERMINATION CONSEQUENCES

10.1         Without limiting any other remedy available to it, either Party (the “Terminating Party”) may terminate this Agreement or any Order Form with immediate effect by giving written notice to the other Party (the “Non-terminating Party”) at any time:

1. if the Non-terminating Party is in material or persistent breach of any of the provisions of this Agreement or any Order Form, which, if remediable, is not remedied within 5 Business Days or such alternative period as may be agreed between the Parties, following the receipt of such written notice; or
2. if the Non-terminating Party is unable to pay its debts (within the meaning of section 123(1) of the Insolvency Act 1986) or an order is made or a resolution passed for its liquidation, winding-up or dissolution (otherwise than for thepurpose of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer is appointed over it or all or any substantial part of its assets or takes formal steps towards making any kind of composition, compromise or arrangement involving it and any of its creditors, or anything analogous to the foregoing shall occur in any jurisdiction;
3. if the Services are used for any illegal or fraudulent purposes.

10.2       You may terminate this Agreement and any Order Form for convenience and without cause, upon 20 Business Days’ written notice to Us and subject to:

1. full payment of all invoiced and unpaid Fees in accordance with the relevant Order Form;
2. full payment of all Fees in accordance with the relevant Order Form which are not invoiced, in respect of consumption; and
3. full payment of all other expenses and costs incurred by Us in respect of any ongoing Services, which We are legally obliged to pay where agreed in advance by You./li>
4. full payment of all cancellation fees as laid out in the clause 10.3.

10.3         Where You are entering into the Master Service Agreement as a consumer as opposed to a business, where this Master Service Agreement is formed more than 14 days before the Start Date, You are entitled to a statutory “cooling-off” period of seven days, starting from the day after You ordered the Services as specified in the Consumer Protection (Distance Selling) Regulations 2000 (as amended). To cancel the Services please send a written notice by email telling Us to cancel the Services. We will refund the charges for any Equipment and delivery and will cancel any payment arrangements within 10 working days of receipt of the notice.

10.4         Wherein termination of a Premise occurs due to a Change of Occupation you shall:

1. give Us notice as soon as is reasonably practical of any change of details, including without limitation change of ownership and change of use.
2. provide details of the new owner or occupier of the relevant Premises including mobile telephone numbers and email addresses.

10.5       Wherein termination of a Premise(s) occurs for any other reason prior to the end of the Minimum Period We reserve the right to issue You a cancellation fee as outlined in the relevant Part for each applicable Service.

          11.        DATA PROTECTION

11.1       Each party will to the extent that it, along with the other party, acts as Data Controller, as the term is defined in applicable Data Protection Laws, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in Data Protection Laws.

11.2       Where both parties each act as data controller with respect to Personal Data, and the transfer of data between the parties results in a transfer of EU Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commissionapproved countries providing ‘adequate’ data protection, each party agrees it will use a legally enforceable mechanism to make any Personal Data transfer outside of the EEA, such as the Standard Contractual Clauses. The parties acknowledge and agree that each is acting independently as Data Controller with respect of Personal Information and the parties are not joint controllers as defined in Data Protection Laws.

11.3       Each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws and shall make such information available to any Data Protection Regulator on request.

11.4     To the extent a Party receives, or processes any Personal Data from Users, each Party shall:

1. Process Personal Data only for the purposes stated in these Terms and Conditions from time to time unless it is otherwise required by applicable law;
2. Take reasonable steps to ensure the reliability of all its personnel who have access to Personal Data, and ensure that any such personnel are committed to binding obligations of confidentiality when processing Personal Data;
3. Implement and maintain technical and organizational measures and procedures to ensure an appropriate level of security for Personal Data, including protecting Personal Data against the risks of accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, dissemination or access;
4. Not transfer such Personal Data outside the European Economic Area without the prior written consent of the Data Subject;
5. Provide to any DP Regulator all information and assistance necessary or desirable to demonstrate or ensure compliance with the obligations in this clause 6 and/or the Data Protection Laws.

11.5         For the avoidance of doubt, where a Party receives or processes any Personal Data from Users it shall be under no obligation to disclose such Personal Data to any third party unless the Party has written permission from the Data Subject to do so.

11.3         To the extent The Student Energy Group Ltd receives from, or processes any Personal Data on behalf of, the Customer, The Student Energy Group Ltd shall:

1. Process such Personal Data (i) only in accordance with the Customer’s written instructions from time to time (including those set out in this Agreement), unless it is otherwise required by applicable law (in which case, unless such law prohibits such notification on important grounds of public interest, The Student Energy Group Ltd shall notify the Customer of the relevant legal requirement before processing the Personal Data), and (ii) only for the duration of this Agreement;
2. Not process such Personal Data for any purpose other than those set out in this Agreement or otherwise expressly authorized by the Customer;
3. Not transfer such Personal Data outside the European Economic Area enforceable mechanism to make any Personal Data transfer outside of the EEA, such as the Standard Contractual Clauses;
4. Inform the Customer within 24 hours if any such Personal Data is (while within The Student Energy Group Ltd’s or its subcontractors’ possession or control) subject to a personal data breach (as defined in Article 4 of GDPR) or is lost or destroyed or becomes damaged, corrupted or unusable;
5. only appoint a third party (including any subcontractors) to process such Personal Data with the prior written consent of the Customer (such consent not to be unreasonably withheld);
6. Not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the Customer or as expressly provided for in this Agreement;
7. As the Customer so directs, return or irretrievably delete all Personal Data on termination or expiry of this Agreement, and not make any further use of such Personal Data (except to the extent applicable law requires continued storage of the Personal Data by The Student Energy Group Ltd and The Student Energy Group Ltd has notified the Customer accordingly);
8. Provide to the Customer and any DP Regulator all information and assistance necessary or desirable to demonstrate or ensure compliance with the obligations in this clause 6 and/or the Data Protection Laws;
9. Permit the Customer or its representatives to access any relevant premises, personnel or records of The Student Energy Group Ltd on reasonable notice to audit and otherwise verify compliance with this clause 11;
10. Take such steps as are reasonably required to assist the Customer in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of the GDPR;
11. Notify the Customer within two (2) Business Days if it receives a request from a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data; and
12. Provide the Customer with its full co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data.

11.7       If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party’s compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice or communication.

          12.        FORCE MAJEURE

12.1         Neither Party shall be liable for any delay in performing its obligations under this Agreement to the extent that such is directly caused by an Event of Force Majeure including but not limited to epidemics, pandemics, Covid-19, fires, strikes (of Our own or other employees), insurrection, or riots, embargoes or delays in transportation, inability to obtain supplies, acts of local or central Government or other competent authorities or acts or omissions of third- party service providers.

          13.      ASSIGNMENT AND SUBCONTRACTING

13.1       You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations arising under these Terms without Our prior written consent.

          14.        TENANTS

14.1       You agree to ensure that the Tenants residing at Your Premises or, where there is more than one, any of the Premises will comply with the Terms of t Agreement in this so far as they relate to their use of the Services, ensuring Our relevant policies are complied with and ensuring that the Services are not used unlawfully or in a way that would infringe on any third parties Intellectual Property Rights. Should the actions of Your Tenants result in Your breach of the Agreement You agree to indemnify Us for any losses that We may incur.

14.2   You will ensure where access is required by Us or Our agents, sub-contractors or Suppliers, to the Premises that Your Tenants allow such access to the Premises. If access is denied You will be liable for any additional costs incurred by Us which will be passed onto You as a Supplemental Charge.

14.3       You agree to provide the Tenants’ names, mobile telephone numbers, email addresses, and tenancy agreements at any premises where it is required in order for Us to provide You with the Services and upon termination of any Services to any Premises.

14.4       Where We are requested by Tenants of any of the Premises to provide any Enhanced Services, We will supply those under a separate contract directly with the Tenant(s). Under no circumstances will You be liable for the costs of any of the Enhanced Services. We will ensure entirely at Our own expense that any Enhanced Services are disabled, and the services provided by Us to the Premises will revert to the Services required by You in Schedule 2 when the Tenant(s) end their contract for Enhanced Services with Us.

          15.       MISCELLANEOUS

15.1       Any notice required to be given pursuant to this Agreement shall be in writing and sent either by hand, by prepaid recorded delivery or registered post or by prepaid first class post or by e-mail which has been received, as evidenced by receipt by the sender of a read receipt, to the relevant Party, and any such notice shall be deemed to have been received by the addressee at the time of delivery or in the case of prepaid first class post, two days after posting.

15.2       We reserve the right to unilaterally vary the terms of this Master Services Agreement at any time. We shall provide at least 20 Business Days’ advance written notice of any variation. We may need to update this immediately without 20 Business Days’ notice where there is a regulatory or legal requirement to do so.

15.3       The failure of either Party to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter, as a waiver of another or constitute a continuing waiver.

15.4       Without prejudice to the rights of either Party in respect of actions relating to fraudulent misrepresentation, this Agreement and any documents referred to herein constitute the entire understanding between the Parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the Parties relating thereto.

15.5       The Parties agree that monetary damages may not be a sufficient remedy for the damage which may accrue to a Party by reason of failure by any other Party to perform certain of its obligations hereunder. Any Party shall therefore be entitled to seek injunctive relief, including specific performance, to enforce such obligations.

15.6       The unenforceability of any single provision of this Agreement shall not affect any other provision hereof. Where such a provision is held to be unenforceable, the Parties shall use their best endeavors to negotiate and agree upon an enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the unenforceable provision.

15.7       A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.8       Nothing in this Agreement or any Order Form shall be deemed to constitute a partnership between the Parties nor, save as expressly set out herein, constitute either Party the agent of the other Party.

15.9       This Agreement shall be governed by and construed in accordance with English law and each Party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.

15.10     Any renewal or extension of the Services will be subject to the terms of our Master Services Agreement as updated from time to time.

15.11      We reserve the right to ask You to provide a Guarantor at any time. This may be (but not limited to) in the form of a bank of parent company guarantee.

15.12     You agree that all information You have given and will give to Us is complete and correct and that You will inform us if it changes You accept that You will be liable for Supplemental Charges if You give us incorrect information that We act on.

15.13         We reserve the right to change the Supplier of any or all the Services at any time.

PART B – Energy Terms

          1.        DEFINITIONS AND INTERPRETATION

1.1 In this Part, the following terms shall have the meanings set forth below save that any terms defined below will be as defined in Part A of this Agreement:

           2.         OUR OBLIGATIONS

2.1         We will be relying on third party energy suppliers and Our ability to provide You with the Energy Services is, in part, reliant on them.

2.2         If there is already an Existing Energy Supplier providing an Energy Service at the Premises We will contact the Existing Energy Supplier and use all reasonable endeavours to arrange for the provision of the Energy Service to be transferred to the Supplier.

          3.         YOUR OBLIGATIONS

2.1         You will provide Us with all information that may be required to affect the transfer including, without limitation, the applicable Meter serial number.

2.2            Until such time as the transfer is effected and the Energy Service has commenced You shall continue to pay the Existing Energy Supplier.

2.3         You agree to provide Us with Meter Readings as required including, but not limited to, upon request, transfer dates, and at minimum twice annually.

2.4         In the event of a dispute over the Readings, the Readings from the Supplier will be considered final.

2.5         You agree to look after any property of the Supplier of electricity or gas including but not limited to the Meters and agree not to change or tamper with them in any way.

2.6         You acknowledge and agree that We are not responsible for the quality or continuity of the Electricity and/or Gas Service(s) as those things are outside of Our control.

          4.         SUPPLY OF ENERGY

4.1         The Supply of Energy to any Premise by the Supplier may be cut off at any time including (without limitation):

1. when required under the Act;
2. where We or the Supplier reasonably believe that the Meter has been subject to damage and interference not as a result of any act or omission of Us or the Supplier

4.2         In respect of clause 4.1 we shall use reasonable endeavours to give You advanced notice of any such action and, where this is not possible, We shall notify You as soon as practical afterward.

4.3         You authorise Us to act on Your behalf in all dealings with the  Supplier/s of gas and electricity and the Network Operators in connection with the Energy Service, and in particular consent to Us providing the energy Supplier or Network Operator access to, and to Us transferring, any personal data of Yours (and other relevant information) to allow the Supplier to connect You to, and for the Supplier to provide You with, the Energy Service.

4.4         Where the Energy Service is, or We or the Supplier suspect it to be, being used inappropriately by You We may contact and/or co-operate with any relevant authority of body in connection with any misuse including, but not limited to, the police.

4.5         The Supplier acts on behalf of the Network Operator to make a connection agreement with You and the conditions of the National Terms of Connection (NTC) shall be complied with.

This will happen from the time You enter into this Master Services Agreement and it affects Your legal rights. The NTC is a legal agreement. It sets out rights and duties in relation to the connection at which the Network Operator delivers electricity to or accepts electricity from the Premises. If You want a copy of NTC or You have any questions You should write to: Energy Networks Association, 18 Stanhope Place, London, W2 2HH, phone 020 7706 5137 or see the website at www.connectionterms.co.uk

4.6         You shall contact the relevant body in case of an emergency including, but not limited to:

1. a local power cut or blackout. You should contact your local distributor via the emergency number 105;
2. a gas leak or gas emergency. You should immediately ensure You and Your Tenants leave the Premise and dial the Transco Emergency number 0800 111 999. You should ensure Your Tenants are aware of this.

4.7         You agree that the relevant Supplier will be the only supplier at the Premises during the continuance of this Agreement. Your Energy Supply may be stopped from transferring to another supplier if, but not limited to:

1. this Agreement is still in force and you are within your Minimum Period;
2. you have an outstanding debt with Us;
3. you request Us to block the transfer;
4. we suspect that the transfer has been arranged without your knowledge or permission.

4.8         The Student Energy Group is not itself a licensed energy supplier but is  working with a licensed gas and electricity supplier to facilitate supplies of gas and/or electricity by them to You. The Student Energy Group may undertake marketing and acquisition activity, complete customer contracts for the supply of electricity and/or gas with customers and manage all aspects of customer services, payment collection and debt management. The Student Energy Group reserves the right to change the licensed gas and/or electricity Supplier at any time and arrange to transfer your supply to a different supplier with whom we work at any time. For the avoidance of doubt, a change in supplier event will not affect the terms of this Agreement.

          5.          METERS

5.1         You shall ensure that the Meters at the Premises are clearly accessible by Us and the Our energy Supplier such that they can be inspected, maintained, and read in a safe and secure manner.

5.2         If the accuracy of any Meter is disputes by either Party We shall arrange for the relevant Meter to be inspected and:

1. where a Meter is found to be operating outside of the tolerance as defined by the industry code of practice applying to the Meter all costs arising from or associated with the inspection and test or that Meter shall be paid by Us.
2. where a Meter is found to be working within the tolerance as defined by the industry code of practice applying to the Meter all costs arising from or associated with the inspection and test of that Meter shall be paid by You.

5.3         We shall have no liability for the energy Meters or any associated wiring or equipment connected to it.

5.4         For any Prepayment Meter in a Premise supplied with the applicable Energy Service via this Agreement You agree to the installation of a standard credit Meter, or Smart Meter, in place of the Prepayment Meter. Any cost associated with such an installation will be reimbursed by You at the applicable rates per this Agreement.

5.5         We may elect to install or remove a Meter including, but not limited to, a Smart Meter or Prepayment Meter at any Premise. In this event We shall serve written notice upon You at least 5 Business Days prior to the Meter installation or removal.

5.6         All costs incurred in installing the Smart Meters shall be borne by Us except where You miss an appointment (and We have given You reasonable notice of such appointment) and then a Supplemental Charge will apply.

          6.          PRICING

6.1         You shall be billed a fixed amount for the period of this agreement for each Energy Service at each Premise in the form of a Payment Notice. This will be initially estimated upon using, but not limited to, the agreed Tariff and Our estimation of Your Energy Service consumption.

6.2         Upon Reconciliation based on actual meter readings We shall calculate the actual cost of each Energy Service for each Premise using the agreed Tariff. For each relevant Service:

1. where the Reconciliation aggregate cost of the Energy Service exceeds the aggregate amount paid by You for the Energy Service You shall be liable to pay the excess;
2. where the aggregate amount paid by You for the Energy Service exceeds the Reconciliation aggregate cost of the Energy Service We shall credit the difference to Your account.

6.3         You agree and accept that We may not be able to retain Your existing tariff and will instead provide You with a revised, updated tariff if:

1. You do not supply information requested to effect the transfer from the Existing Energy Supplier.
2. The Energy Services are objected to during the transfer from the Existing Energy Supplier.
3. The energy Supplier ceases to trade.

6.4         Pricing for the Energy Services is as outlined in Schedule 4. You agree and accept that in arranging and administering the Energy Service, we may procure energy on your behalf (acting as Your agent or otherwise) from the Supplier/s and conclude commercial arrangements at prices agreed between Us and the Supplier/s from time to time which are higher or lower than the agreed Tariff to be paid by You to Us under this Agreement. We confirm You will only be liable for the Tariff that We have agreed with You and any differential between the agreed tariff and the prices that have been agreed between Us and the Supplier will be a risk for Us and any such price differential will constitute a benefit or liability for Us only. If You would like to receive further details on this, please let Us know.

          7.         CANCELLATION

7.1         You must give Us written notice if You wish to cancel the Energy Service to the Premise within the Minimum Period.

7.2         If cancelling in accordance with Clause 7.2 You agree to pay Us a cancellation charge of one third of the average monthly usage based on standard industry practices at the per unit and per day standing rate per month of the remaining Minimum Period alongside a £10 administration fee plus VAT. 

PART C – Broadband and Telephone Terms

          1.        DEFINITIONS AND INTERPRETATION

1.1         In this Part, the following terms shall have the meanings set forth below save that any terms defined below will be as defined in Part A of this Agreement:

          2.          OUR OBLIGATIONS

2.1         We will be relying on third party telecommunications suppliers and Our ability to provide You with the Broadband and/or Telephone Services is, in part, reliant on them.

2.2         Without prejudice to Our liability under Clause 9 of Part A, if you are unable to receive the Service because of a problem with Your connection, or Your telephone line, You may be entitled to compensation from Us excepting where:

1. a problem is caused by Your negligence
2. a problem is not caused by Us
3. You have not notified Us of a problem and given us reasonable time to resolve it

2.3         We will provide support for the Service and Equipment supplied by Us if, in the event of any fault or interruption in the delivery of the Service, You report the same to Us.

2.4         We or Our Preferred Carrier will send an engineer to repair a fault if necessary. Where this happens and the fault is not due to a genuine fault with the equipment or network We will pass on any charges as We Incur.

2.5         We will try to give the maximum download transmission speed that You sign up for but cannot necessarily guarantee this. We will try and provision the fastest possible transmission speed on Your communications Line but this is determined by several factors outside our control as outlined in Clause 4.5.

          3.         YOUR OBLIGATIONS

3.1         You will use the Broadband and/or Telephone Services in accordance with this Agreement and agree to compensate Us for all reasonable losses suffered or incurred by Us arising from or in connection with your use of the Service in breach of this Agreement.

3.2         You and Your Tenants may not use the Service in a harmful way, to carry out criminal activity, or in any way which breaches Your statutory duties. Where the Service, or We suspect the Service, is being used inappropriately by you or Your Tenants We may contact or co-operate with the police or any other similar authority or body in connection with any misuse. We may pass on Your personal details or Your Tenant’s details to these bodies when, but not limited to, we are required to do so by law.

3.3         You must notify Us immediately in writing of any allegation of infringement of any Intellectual Property Rights prompted by Your use of the Broadband and/or Telephone Services. You may not make an admission relating to an alleged infringement. You must allow Us, or at Our election, the Preferred Carrier, to conduct all negotiations and proceedings and give Us or the Preferred Carrier all reasonable assistance in doing so. You must allow any part of the Broadband and/or Telephone Services to be modified so as to avoid continuation of the alleged infringement.

3.4         You will co-operate with Our reasonable requests for information regarding Your use of the Broadband and/or Telephone Services and supply such information without delay.

3.5         You will undertake not to resell the Usage of Your Broadband and/or Telephone Services to third parties save to any of Your Tenants residing at the Premises.

3.6         Whilst We provide the Service to You, You authorize Us to act on Your behalf in all dealings with the Preferred Carrier in connection with the Service, and in particular consent to the Preferred Carrier providing Us access to, and transferring to Us, any Personal Data of Yours and other relevant information to allow Us to provide You with the Broadband and/or Telephone Services.

          4.         INSTALLATION

4.1         We will endeavor to provide the Broadband and/or Telephone Services as close to the requested date as possible, however You acknowledge that any dates provided by Us are estimates only.

4.2         To receive broadband the Premise needs a Communications Line capable of receiving and transmitting Broadband Services either already existing at the Premise or provided by Us as part of the Services outlined in this Agreement. Before the commencement of the Broadband Service We will test whether the Premises or, where there is more than one, any of the Premises does or is capable of operating the Broadband Service.

4.3         If, for any reason, We are unable to supply the Service requested by You on the Order Form We shall notify You that We are unable to supply the Service without any liability to You.

4.3         If there is already an Existing Carrier providing Broadband and/or Telephone Services at the Premises We will contact the Existing Carrier and use all reasonable endeavours to arrange for the provision of the Broadband and/or Telephone Services to be transferred to Our Preferred Carrier. If there is no Communications Line at the Premises You will need to take Our Telephone Service in addition to Our Broadband Service.

4.4         You will be responsible for installing the Equipment which will be sent to You at Your offices or to the Premises unless You notify Us differently. You will comply fully with all reasonable instructions and advice from Us in relation to the installation of the Equipment.

4.5         You acknowledge and agree that the speed and the stability of the operation of the Broadband Service is determined by:

1. the characteristics of your Communications Line;
2. any interference including, but not limited to, electricical, electromagnetic or radio frequency;
3. the capacity available within both the internet and Our Networking System;
4. the Rate Adaption and Line Rate of Your Equipment; and
5. the specific IP application protocol used.

4.6         You acknowledge that Your Line Rate will be subject to Rate Adaption which may reset Your connection to Our Networking System or the DSLAM and acknowledge that the Maximum Stable Rate may be subject to change.

4.7         After the Activation of Your Communications Line You may suffer a temporary loss of telephone service which will be reinstated as soon as reasonably possible after installation without any liability to Us.

4.8         If You already use Our Broadband Services and then order a faster Broadband Service from Us, the previous service will be regraded for a Supplemental Charge.

4.9         You acknowledge that, although we endeavour to activate both Services at the same time, this is not always possible.

          5.          EQUIPMENT

5.1         We will provide You with the Equipment, including a wireless router, cable, and filter under lease for as long as You continue to receive the Service under these Terms.

5.2         You are only permitted to use the Equipment with Our Networking System or a network approved by Us.

5.3            We will require the Equipment to be returned if:

1. the Broadband Service is terminated.
2. a fault is identified as per clause 5.5
3. We replace any Equipment for Technical Reasons.

5.4         If the Equipment requested under Clause 5.3 is not returned within 5 Business Days We reserve the right to charge a replacement fee as set out in this Agreement.

5.5         When You receive Equipment You must inspect it as soon as You receive it and tell Us of any faults or missing items without 5 Business Days. If Equipment becomes defective You should inform Us and return it to Us. We will issue replacement Equipment at Our sole discretion within 5 Business Days of no less quality than the Equipment being replaced.

5.6         We will not provide any telephone Equipment.

          6.          PRICING

6.1          Pricing for each Service is as outlined in Schedule 4.

6.2         We will invoice You for any telephone calls at the rates set out in Schedule 4 made on any telephone line at the Premise.

6.3             In the event that We revise Our Fees for the existing Broadband and/or Telephone Services We shall give You 6 weeks’ notice and You will have the right to terminate the Broadband and/or Telephone Services by serving a counter-notice within 21 days.

          7           SUSPENSION

7.1           We may suspend the Broadband Service if:

1. We or any network/service operator need to carry out repairs, maintenance, or the introduction of new aspects to the Broadband Service.
2. We are told to do so by the government, the emergency services, or any other competent or lawful authority.
3. We choose to at Our discretion if You fail to pay Your payment notice within 28 days of the payment due date.
4. You have committed a material breach of this Master Services Agreement.

          8          CANCELLATION

8.1         You must give Us 28 days’ written notice if You wish to cancel the Broadband and/or Telephone Services to the Premise within the Minimum Period.

8.2         If cancelling the Broadband Service in accordance with Clause 8.1 You agree to pay Us a cancellation charge of £30 per month of the remaining Minimum Period for standard ADSL broadband and £40 per month of the remaining Minimum Period for fibre broadband.

8.3         If cancelling the Telephone Service in accordance with Clause 8.1 You agree to pay Us a cancellation charge of £10 per month of the remaining Minimum Period.

8.4           Any payment due in accordance with this Clause 8 is VAT exclusive.

PART D – Water Terms

          1.        DEFINITIONS AND INTERPRETATION

1.1         In this Part, the following terms shall have the meanings set forth below save that any terms defined below will be as defined in Part A of this Agreement:

          2.          OUR OBLIGATIONS

2.1         We will be relying on third party water suppliers and Our ability to provide You with the Water Service is, in part, reliant on them.

2.2         We will contact the Water Supplier and use all reasonable endeavours to open an account with the relevant Water Supplier from the Service Start Date as requested on the Order Form.

2.3         Whilst We provide the Water Service to You, You authorise Us to act on Your behalf in all dealings with the Water Supplier in connection with the Water Service, and in particular consent to the Water Supplier providing Us access to, and transferring to Us, any personal data of Yours (and other relevant information) to allow Us to connect You to, and for Us to provide You with, the Water Service.

2.4         We reserve the right to pass on any Supplemental Charges which the Water Supplier levies on Us.

2.5         Where the Water Service is, or We or the Water Supplier suspect it to be, being used inappropriately by You We may contact and/or co-operate with any relevant authority of body in connection with any misuse including, but not limited to, the police.

2.6     For each Premise We will inform You if the water is billed via Rateable Value or by a Meter.

          3.         YOUR OBLIGATIONS

3.1         If there is a Meter You agree to provide Us or the Water Supplier with regular readings as requested.

3.2        If required by the Water Supplier You agree to the installation of a Meter at the Premises.

3.3         You agree to the standard terms and conditions of the Water Supplier in addition to those of this Agreement.

3.4       You agree We shall have no liability for the Meter or any associated pipe work.

3.5         You agree We are not liable in the event of loss of supply or problems with the quality of supply.

3.6         You agree to allow safe access to the Meter at any time in an emergency and at all other reasonable times where We or the Water Supplier or Our subcontractors or agents are required (as applicable) to take a meter reading, repair, install, remove, replace a Meter, or to test or inspect or to cut off or reconnect the Water Service

          4.          PRICING

4.1         You shall be billed a fixed amount for the period of this agreement for each Water Service at each Premise in the form of a Payment Notice. This will be initially estimated upon using, but not limited to, Our experience of the market and current market conditions.

4.2         Upon Reconciliation We shall review the invoices received from the Water Supplier for each Premise:

1. where the Reconciliation aggregate cost of the Water invoices exceeds the aggregate amount paid by You for the Water Service You shall be liable to pay the excess.
2. where the aggregate amount paid by You for the Water Service exceeds the Reconciliation aggregate cost of the Water invoices We shall credit the difference to Your account.

4.3         Your water invoices for each Premises will be calculated from the cost from the Water Supplier at the same rate as if You went directly to the Water Supplier and based on the rateable value or usage data plus a management fee as outlined in Schedule 4.

4.4 You agree to pay any Supplemental Charges levied by the Water Supplier as a result of any regulatory change which will be passed through at cost.

4.5         Where You cease to occupy any or all of the Premises without giving notice in accordance with Clause 10.4 of Part A, You shall remain liable for all charges relating to the supply of water to those Premises until the first of the following:

1. 15 working days after the date You do give notice that You will cease or have ceased to occupy the Premises;
2. the date that another person starts to take a supply of water at the Premises;
3. the date that this Master Services Agreement is terminated;
4. the date the supply of Water to the Premises is cut off in accordance with this Part D.

          5.         CANCELLATION

5.1         You must give Us 5 Working Days’ written notice if You wish to cancel the Water Service to the Premise within the Minimum Period.

5.2         If cancelling in accordance with Clause 5.1 You agree to pay Us a cancellation charge of Our Management Fee per month of the remaining Minimum Period alongside a £10 administration fee plus VAT.

PART E – TV Licence Terms

          1.        DEFINITIONS AND INTERPRETATION

1.1             In this Part, the following terms shall have the meanings set forth below:

          2.          OUR OBLIGATIONS

2.1         We agree to purchase a TV Licence annually for each Premise as specified on the Order Form.

2.2           We will inform You of the relevant TV Licence number for each Premise.

2.3         The TV Licence will be valid for the Licensing Period

          3.         YOUR OBLIGATIONS

3.1         You acknowledge that it is Your responsibility to ensure Your Premises are fully licensed whether by this Agreement or not.

3.2         It is a condition of every TV Licence that You must be able to produce Your TV Licence number for inspection by a TV Licensing officer. You must therefore ensure that both You and Your Tenants keep the TV Licence number accessible.

          4.         PROPRIETARY RIGHTS

4.1         All materials (including without limitation, all designs, text, graphics and their selection and arrangement) relating to Your TV Licence are subject to copyright, design rights and trademarks of the BBC and/or third parties. Nothing contained in this Master Services Agreement shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of the BBC or any other third party.

          5.          PRICING

5.1         You agree to pay any Supplemental Charges levied by the Licensing Authority as a result of any regulatory change passed though at cost.

5.2          Pricing for the TV Licence Service is as outlined in Schedule 4.

5.3         If the Licensing Authority changes the cost of a TV Licence We will adjust Our pricing accordingly.

          6.         CANCELLATION

6.1         You must give Us 5 Working Days’ written notice if You wish to cancel the TV Licence Service to the Premise within the Minimum Period.

6.2         If cancelling in accordance with Clause 6.1 You agree to pay Us a cancellation charge of the full outstanding balance of the relevant TV Licence cost alongside a £10 administration fee plus VAT.