UKGP GROUP

OTHER APPLICABLE TERMS

In addition to these User Terms, the following additional terms also apply to your use of our Website and Services in the UK (and are, where relevant, incorporated by reference in the UK into these User Terms):

1. our privacy and cookie policy;

2. our Flexible Procurement Agreement for the provision of flexible procurement services; and

3. any terms and conditions that you may agree with us on a case by case basis for Bespoke Risk Management Consultancy.

WHAT WE DO

4.1 We provide an online corporate energy procurement platform which may be accessed through our Website. Our services enable you to:

1. set up a tender for your electricity and gas contracts easily;

2. receive consultancy advice and market information relating to the energy sector; and

3. receive tailored quotes from most of the largest energy suppliers (Energy Suppliers) (together, the Services).

4.2 We may change the features contained in the Services from time to time.

4.3 We do not guarantee that any particular content will be made available on the Website or that any specific Energy Supplier will be made available as part of the Services.

4.4 Further information about the services offered via the Website can be found here.

REGISTERING AN ACCOUNT

5.1 In order to register for an Account and use the Services, you must

1. be an Undertaking; and

2. agree to comply with these User Terms.

For the purposes of these User Terms the term “Undertaking” has the meaning given to it under section 1161 of the Companies Act 2006.

5.2 You must sign up directly with us on the Website in order to be able to use the Services. When signing up, you must provide:

1. the full name of the Undertaking;

2. the name of the individual who will act as main point of contact;

3. a valid and subsisting contact email address; and

4. any other information reasonably requested by us as part of the registration process.

It is your responsibility to ensure the information in your Account is updated regularly with any relevant changes. You can update this information at any time by selecting the “Company Profile” tab on the dashboard. If you are acting on behalf of any Undertaking, you confirm that you have the requisite authority, power and right to fully bind that Undertaking.

5.3 You will be assigned a designated Account Manager (Account Manager) once you have successfully registered and validated your Account. You will be sent an email with contact details for your Account Manager on validation of your Account.

5.4 You warrant that all information you provide to us when registering an Account and adding information to your Portfolio is true and accurate to the best of your knowledge and belief.

5.5 You are solely responsible for protecting your login details and password and we will not be held liable for any loss or damage that may result from your failure to do so.

5.6 Each User may have no more than one Account.

5.7 We reserve the right in our discretion to refuse to register any given prospective User.

5.8 Use of information submitted via the Website is governed by our privacy and cookie policy, which is incorporated into these User Terms.

5.9 We may de-activate the Account of a User if we believe that User is in breach of these User Terms or for any other reason as we may determine at our absolute discretion.

5.10 You can de-activate your Account at any time by clicking on the “Settings” tab and selecting “De-activate Account”. Email or phone requests to de-activate your Account will not be deemed sufficient notification for Account closure. The contents of your account and information you have provided will be retained on de-activation.

REQUEST FOR QUOTES

6.1 You may use these Services to obtain Quotes (as defined below) on your own behalf or on behalf of another Undertaking provided that you have sufficient authority from that Undertaking to act on its behalf.

6.2 These User Terms contain general terms relating to the provision by us of Services to you. Before we provide any quotes from Energy Suppliers (each a Quote), you must complete the Portfolio section on the Website providing:

1. details of the Undertaking on whose behalf you are making the enquiry;

2. the relevant and current letter of authorisation in respect of the Undertaking;

3. details of the Undertaking's energy consumption and energy requirements (Energy Overview);

4. your selected charge plan for the Services and

5. any other relevant details requested by us.

In each case all of this information must be provided by you to us via the Website when placing your request (each, a Request) via the Website. It is your responsibility to ensure all information you provide is accurate and to update this information regularly, including any information submitted in your "Portfolio".

6.3 As a user of the Website you may complete a Portfolio in respect of each Undertaking on whose behalf you are acting.

6.4 You can make a Request by clicking on the “Request a Quote” tab on the dashboard and choosing one of the following options:

1. a "Full Market Tender" where you can obtain a Quote from all or a selection of our Energy Suppliers; or

2. a "Re-Quote" where you can obtain a Quote from your incumbent Energy Supplier to continue providing their services.

6.5 You will not be able to submit a Request if you have not filled in all the required information. You will receive a prompt when attempting to submit a Request if there is any information missing.

6.6 We are not required to submit your Request to any Energy Supplier if we consider that your Request contains any inaccurate, misleading or fraudulent information. We may in our absolute discretion and without providing any reason to you refuse to submit your Request to any Energy Supplier.

6.7 Quotes for a Full Market Tender will be available on the fifth (5th) Working Day after a successful Request. Quotes for a Re-Quote will be available within one (1) Working Day of a successful Request. For the purposes of these User Terms “Working Day” shall mean 9:00 to 17:00 Monday-Thursday and 9:00 to 16:30 on a Friday being a business day when the banks in London are open for business.

6.8 You will be prompted by email when you receive a Quote from an Energy Supplier. Details of all Quotes received can be viewed on the Website by selecting the “Review My Quotes” tab on the dashboard.

6.9 Each of your selected Energy Suppliers will be able to view details of other Quotes you have received for a Full Market Tender.

6.10 You may accept a Quote at any time after it becomes visible in the “Review My Quotes” area until it expires. The countdown clock adjacent to each Quote in the "Review My Quotes" area details the time at which that Energy Supplier's Quote will expire.

6.11 You can review details of Quotes once they have expired by clicking on the “Archived Quotes” tab on the dashboard, but you will no longer be able to purchase energy from Energy Suppliers on the basis of these Quotes.

ENERGY SUPPLIERS

7.1 The number and identity of the Energy Suppliers may change from time to time, at our discretion. By following the relevant links on receipt of a Quote, you may choose to purchase services from the Energy Suppliers concerned. Any purchases that you make from an Energy Supplier will be subject to that Energy Supplier’s terms and conditions which will be provided to you directly by the Energy Supplier.

7.2 You acknowledge and agree that:

1. we shall not be responsible for any act or omission of an Energy Supplier;

2. we do not endorse the goods or services made available by an Energy Supplier;

3. we do not warrant or represent that any Quotes you receive using the Services and Website will be cheaper than could be obtained by any other means;

4. any information appearing on the Website in relation to a given Energy Supplier is provided by the Energy Supplier concerned and is the responsibility of that Energy Supplier, not us;

5. if you choose to purchase energy from an Energy Supplier:

   1. that will be on the basis of a contract between you and the Energy Supplier alone, on the terms agreed between you and the Energy Supplier; and

   2. we shall not be a party to that contract and neither shall we be responsible in any way for the performance of that contract by the Energy Supplier or for the quality or safety of any goods or services sold by the Energy Supplier; and

6. in the event of a problem with any goods or services purchased by you from an Energy Supplier, all queries should be directed to the Energy Supplier concerned.

CONSULTANCY SERVICES

8.1 As part of the Services we offer free high-level consultancy advice including:

1. high-level advice from your dedicated Account Manager including basic risk management and mitigation techniques; and

2. access to market data, commentary and historical prices (Market Information) available on the "Market Information" tab on the dashboard (together, Free Consultancy Services).

8.2 Your Account Manager can be contacted on Working Days. You will be sent an email with contact details for your Account Manager on validation of your Account.

8.3 You acknowledge and agree that any advice you receive from us through your Account Manager or Market Information is general, does not purport to be comprehensive and should be independently verified. While this information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and we, our representatives and employees accept no responsibility or liability as to the accuracy or completeness of any information you receive, whether written or oral, through your Account Manager or Market Information and any such liability is expressly disclaimed.

8.4 We also offer "Bespoke Risk Management Consultancy" For more information and to request Bespoke Risk Management Consultancy please contact your Account Manager.

CHARGES

9.1 You can get an estimate of our fees by selecting the “Fee Calculator” tab on the dashboard and following the instructions. Whilst we endeavour to make our fee estimates as accurate as possible, all fee estimates are approximations only and are subject to change. Details of our actual fees become available on receipt of a Quote from an Energy Supplier, and will be visible in the "Review My Quotes" area.

9.2 You may choose one of the following charging options before placing your Request:

1. "UKGP-G Billed Fee" where we will invoice you separately for our fees once you agree a Quote with an Energy Supplier; or

2. "Energy Supplier Billed Fee" where our fees will be incorporated into the invoice of the Energy Supplier with whom you agree a Quote.

9.3 Details of our fees for both charging options will be visible in the "Review My Quotes" area before you agree a Quote with an Energy Supplier.

9.4 If you choose the UKGP-G Billed Fee, we will send you our invoice as soon as you agree a Quote with an Energy Supplier. Our invoices are payable within 30 days of the date you agree a Quote with an Energy Supplier.

9.5 If you choose any Energy Supplier Billed Fee, our fees will be incorporated into that Energy Supplier's invoice and will be payable on the terms set out in that invoice. We will receive from the Energy Supplier directly the amount of the Energy Supplier Billed Fee.

9.6 All charges are exclusive of VAT or any other taxes, and you must pay these where applicable as well as our fees.

9.7 We may charge interest on all sums outstanding beyond the date on which they are due for payment. Interest may be charged on that basis from the date payment was due until the date of payment (including after any judgement has been obtained) at the rate of 4% per month above the base rate of the Bank of England.

9.8 All fees paid in connection with a Quote shall be non-refundable.

FAIR USAGE

10.1 You may only use the Website and Services for lawful purposes. You may not use the Website or Services:

1. in any way that breaches any applicable local, national or international law, or regulation; or

2. in any way that is unlawful or fraudulent, or has any unlawful of fraudulent purpose or effect.

10.2 You may have no more than one Account and each User is only entitled to three Requests per Undertaking per calendar month.

10.3 The Services are provided solely for your use. You may not:

1. redistribute or resell the Services to any other person;

2. copy, resell or resupply, reverse engineer, de-compile or create derivative works based on the whole or any part of any software that you may be given access to in the course of receiving the Services;

3. use the Services in any way that may damage our name or reputation or that of any of our affiliates;

4. on receipt of a Quote contact the Energy Supplier directly to seek to complete the energy purchase with them outside of the Services provided on the Website.

5. otherwise do anything not expressly permitted by these User Terms.

10.4 Except to the extent expressly set out in these User Terms, you are not allowed to:

1. store pages of the Website on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the pages of the Website;

2. remove or change any content of the Website or attempt to circumvent security or interfere with the proper working of the Website or the servers on which it is hosted;

3. use the Website to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

4. use the Website to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

5. attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to our Website.

6. reproduce, duplicate, copy or re-sell any part of the Website in contravention of these terms and conditions; or

7. create links to the Website from any other website, without our prior written consent.

10.5 If we have reasonable cause to believe that you are abusing use of the Website including, without limitation, by obtaining Quotes and then agreeing terms with Energy Suppliers by other means, then we may de-activate access to your Account and any information you have uploaded to the Website. We will notify you by email in the event of a de-activation of your Account pursuant to this clause.

10.6 We reserve the right to de-activate the Account and access of any User to the Website and Services who we reasonably believe in our absolute discretion to be in breach of this clause 10.

10.7 We reserve the right to use the name of an Undertaking that has completed a trade through the Website and Services for marketing and reference purposes. No information about the trade will be used. You have the right to opt out of this by Contacting us on the details below.

NEWSLETTER

We may occasionally send a newsletter to you using your email address containing details of offers from Energy Suppliers. You will be given the option to opt out of receiving these newsletters.

EXTERNAL LINKS

12.1 The Website may include links to the websites of Energy Suppliers or other third parties. We are not responsible for:

1. the operation or the content of these other websites;

2. any act or omission of the Energy Suppliers or other third parties concerned; or

3. anything provided (or not provided) by the Energy Suppliers or other third parties concerned.

We do not give or enter into any condition, warranty or other terms to the effect that the websites of Energy Suppliers or other third parties are or will be available or operational at any given time or to any given extent or standard.

Availability and operation of the Services and the Website

13.1 We will use our reasonable endeavours to ensure the Services and Website are available for use by you for as much of the time as is reasonably possible, but we do not give or enter into any condition, warranty, or other term to the effect that the Services or Website are or will be:

1. available all of the time;

2. free from defects; or

3. in compliance with any particular standards.

You acknowledge and agree that the Services and/or Website may be unavailable from time to time due to scheduled maintenance or upgrades or for reasons outside our control (such as failures of internet access).

13.2 It is your responsibility to ensure your computer system meets all the necessary technical specifications to enable you to access and use the Website and is compatible with the Website. It is also your responsibility to ensure that all persons who access the Website through your Internet connection are aware of these terms, and that they comply with them.

13.3 We may change the format and content of the Website from time to time . You agree that your use of the Website is on an 'as is' and 'as available' basis and at your sole risk.

13.4 We cannot and do not guarantee that any content of the Website will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.

Intellectual property rights and software licence

14.1 All intellectual property rights in or relating to the Services and the Website (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors. Save to the extent that you are given a non-exclusive licence to use the intellectual property rights concerned to the extent necessary to enable you to receive the Services and to use the Website in accordance with these User Terms, you are not given any rights in respect of the intellectual property rights owned by us or our licensors and you acknowledge and agree that you do not acquire any ownership of, or other rights in relation to, any such intellectual property rights by virtue of receiving the Services or by using the Website.

14.2 You agree that, by submitting any content or data via the Website, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence in relation to such content and data to:

1. share such content and data with Energy Suppliers so that they can provide Quotes;

2. use such content and data in connection with the Services; and

3. use such content and data to create anonymised aggregated Energy Overview and Quote information.

This licence shall survive termination or de-activation of your Account.

OUR LIABILITY

15.1 Nothing in these User Terms shall exclude or limit our liability to you:

1. for death or personal injury caused by our negligence;

2. for fraudulent misrepresentation; or

3. for any other liability that may not, under English law, be excluded or limited.

15.2 Subject to clause 15.1, we shall not be liable to you (whether such liability arises as a result of breach of contract, negligence, misrepresentation or for any other reason) for any:

1. loss of profits;

2. loss of, or damage to goodwill; or

3. indirect, special or consequential loss or damage (even if we had been advised of the possibility of such loss or damage arising).

15.3 Subject to clause 15.1, we shall not be liable to you (whether such liability arises as a result of breach of contract, negligence, misrepresentation or for any other reason) for any loss or damage which arises as a result of:

1. any act or omission of any Energy Supplier or other third party;

2. any inaccuracies in information you provide to us or upload to the Website or your failure to update such information;

3. a change in market conditions which renders the terms of a Quote you agree with an Energy Supplier unfavourable;

4. any general or specific advice and information you receive through the Free Consultancy Services; or

5. any circumstance which we cannot reasonably be expected to control.

You accept that it is your responsibility to evaluate the merits of any Quotes you receive using this Website.

15.4 Subject to clause 15.1, our maximum liability to you (whether such liability arises as a result of breach of contract, negligence, misrepresentation or for any other reason) shall be limited in respect of each claim to:

1. an amount equal to the total fees paid by you to us (whether directly or through an Energy Supplier) in connection with the Quote giving rise to such liability; or

2. if such fees cannot be calculated accurately at the time the relevant liability is to be assessed to £1,000.

GENERAL

16.1 You may not sub-license or assign any of the rights or obligations under this agreement.

16.2 We may sub-contract the performance of any of our obligations under these User Terms. We may assign any of our rights or obligations under these User Terms to someone else, provided that we notify you that we have done so.

16.3 These User Terms set out all of the terms that have been agreed between you and us in relation to the website and services concerned. Subject to clause 15.1, no other representations or terms shall apply, save to the extent that they are expressly set out in writing between us.

16.4 All notices given by you to us or vice-versa must be given by email or in writing to the address set out in clause 17. We may give notice to you at either the email or postal address you provide to us when placing an order.

16.5 These User Terms shall be governed by English law and you agree that any dispute between us regarding the User Terms will be subject to the exclusive jurisdiction of the English courts.