Terms and Conditions
“Agreement” shall mean the standard terms and conditions set out in this document together with any special terms accompanying this document. “Data” shall mean (without limitation) all data, designs, models, drawings, working notes, prints, specifications, reports, manuscripts, documentation, manuals, samples, transparencies, photographs, negatives, tapes, discs, software, user guides, written technical guidance information or any other similar items embodied in any tangible or intangible media, and all copies of such items. “Services” shall mean the performance of the services to the Client as set out in any instruction. “Terms and Conditions” shall mean the standard terms and conditions set out in this document together with any special terms accompanying this document. “VAT” means value added tax, described in the Value Added Tax Act 1994.
References to “we”, “us”, “our” or “Company” means Ginger Energy Limited (registered in England & Wales no 06889612, registered office Spectrum House, Dunstable Road, Redbourn, St Albans, Hertfordshire AL3 7PR) and references to “you”, “your” or “Client” means the person or business being supplied or intending to be supplied by us. This Agreement is governed and construed in accordance with the laws of England.
This Agreement shall commence immediately and remain in force unless cancelled in writing by either Party giving no less than three months written notice. The fees associated with any work that has been completed at the time of termination, including cost recoveries that have been identified and notified, will be honoured by the Client in full.
4. Fees and Payment
Fees will be subject to VAT at the prevailing rate and will be invoiced on a monthly basis. Full payment is due within 15 days of the date on which the invoice was raised. If the Client disputes an invoice, the reasons for the dispute and will not delay or withhold payment of any part of the invoice that is not disputed.
5. Confidentiality and Data Protection
Confidential information (save to the extent that it is in the public domain or required by law to be disclosed) and Data concerning the Client’s business will not be disclosed by either the Company or persons performing services on behalf of the Company, to third parties other than is properly required to perform the services, without the Client’s prior written consent unless otherwise required by a Court of competent jurisdiction, HM Revenue and Customs or other governmental or
regulatory authority. All information, which is made available to the Client by the Company, is for the sole use of the Client and shall not be disclosed or made available by the Client to any third party (save to the extent that it is in the public domain otherwise than by breach of this clause or required by law to be disclosed)without the prior written consent of the Company. The discloser retains all intellectual property rights in any confidential information at all times and for all purposes. The parties agree not to act in any ways which result in the discloser incurring any liability under the Data Protection Act 1998 and to indemnify the discloser against all costs, claims, damages and liability incurred by the discloser under the Act due to any activity undertaken by the recipient in respect of confidential information.
The Company warrants:
i). Services will be performed in accordance with all applicable laws and regulations
ii). Services will be performed with reasonable skill and care, and in accordance with good industry practice
iii). All relevant personnel have the relevant skills and expertise required to carry out the provision of the Services
iv). Appropriate measures designed to ensure that the Data provided by the Client is secure and that it will only be processed for the purposes of this Agreement
The Client warrants that:
i). For the duration of this Agreement, no other service provider will be appointed for provision of the Services
ii). The Client will provide reasonable co-operation to the Company to enable the Services to be delivered, including all relevant information on current energy supply, provision of a letter of authority(s) and MPAN/ MPR/meter serial number information and any existing query information.
Our liability to you in connection with any failure to comply with our obligations under this contract and/or any physical damage caused to your property (or your employees property) shall be limited to the total charges paid by you to us in respect of the Services in the relevant twelve month period of the contract term in which the liability arose. For the avoidance of any doubt, we do not seek to limit or exclude our liability for:
i). death or personal injury caused as a result of our negligence
ii). our fraudulent misrepresentation.
To the fullest extent permitted by law we shall not in any event be liable for any loss of anticipated profits, economic loss or any indirect, special or consequential damages, howsoever arising, in connection with this Agreement and shall not be liable for any other damages in connection with this Agreement or its termination. We shall have no liability to you in respect of any loss or damage, which arises as a result of your failure to meet your obligations hereunder. We shall have no liability to you in the event that our performance of any of our obligations under this contract is prevented or hindered due to any circumstances outside our control.
During the Agreement term and for twelve months afterwards, the Parties shall not solicit or entice away to work for them, or for any of their group companies, in any capacity, any key personnel who at the relevant time is employed by the other Party and who has been involved in the provision of the Services to the Client.