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Terms & Conditions

Energy Supply Contract: Non-Household Customers

These terms and conditions, as amended from time to time (the “General Terms and Conditions”) together with the Energy Supply Contract and any Special Conditions constitute the Agreement between Viridian Energy Supply Limited (in respect of customers connected in Northern Ireland) or Viridian Energy Limited (in respect of customers connected in the Republic of Ireland) (“Energia”) and a company, entity or party requesting a supply of Energy (the “Customer”).
“Accrued Charges” means any costs, expenses or liabilities of any kind incurred by Energia as a result of Energia
forward purchasing or hedging tradable commodities on behalf of the Customer.
“Agreement” means the Energy Supply Contract, these General Terms and Conditions and any Special Conditions.
“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for business in the
Republic of Ireland and Northern Ireland.
“Change in Occupancy Date” has the meaning given to it in Clause 15.1.
“Charges” means, in respect of any billing period the relevant Rates set out in the Energy Supply Contract multiplied
by (subject to Clause 4.4) the relevant metered quantity of Energy supplied to the Supply Point in respect of such
billing period, in each case as may be varied in accordance with this Agreement.
“Clause” means a clause of these General Terms and Conditions.
“Conditions Precedent” means the conditions precedent to this Agreement set out in Clauses 11.1 and 21.1, the
Energy Supply Contract and, if applicable, the Special Conditions.
“Connection Agreement” means the agreement(s) between the Customer and the Relevant System Operator under
which the Customer has the right to be, and to stay, connected to the electricity or gas transmission or distribution
system in line with the terms and conditions of that agreement.
“Customer’s Premises” means the premises at the Supply Address(es) specified in the Energy Supply Contract.
“DD Refund Right” means, in respect of Republic of Ireland Customers, any right of a debtor under the SEPA Core
Direct Debit Scheme Rulebook to claim a refund from their debtor bank of a direct debit payment and, in respect of
Northern Ireland Customers, any right of a debtor to claim a refund of a direct debit payment arising from time to
time pursuant to or consequent upon Regulation (EU) No 260/2012.
“DD Reimbursement” any payment made by Energia to its creditor bank in respect of the exercise of a DD Refund
Right by the Customer.
“DG Code” means the electricity industry code representing the electricity use of system group at any Supply Point
covered by this Agreement, as set out in the Customer’s bill.
“Data Protection Legislation” means as applicable, the Irish Data Protection Acts 1988 to 2003, the UK Data
Protection Act 1998, the Irish Eurmeans as applicable, the Irish Data Protection Acts 1988 to 2003, the UK Data
Protection Act 1998, the Irish European Communities (Electronic Communications Networks and Services) (Privacy
and Electronic Communications) Regulations 2011, the UK Privacy and Electronic Communications (EC Directive)
Regulations 2003, and from 25 May 2018 the General Data Protection Regulation (EU 2016/679) and any relevant
transposition, successor or replacement of any of the foregoing laws and any other laws in force in Ireland or the UK
(to the extent applicable) relating to data protection.
“Energy” means electricity and/or gas, as the circumstances require.
“Energy Supply Contract” means, as applicable, any of the Energia standard form contracts of that name for Non-
Household Customers (including, where applicable, all or any of the Customer Registration Form, the Energy Rates
Contract and the Customer Service Checklist), the Energia Gas Purchase Tender or the Gas Supply Contract (in each
case including any Schedules thereto).
“EURIBOR” means the Euro Interbank Offered Rate being, in relation to any sum, the rate per annum for deposits
in Euro for a specified period.
“Expiry Date” means, where a Fixed Term is specified in the Energy Supply Contract, the last day of such Fixed Term.
“Fixed Term” means (a) where an Energy Supply Contract specifies a fixed term, such fixed term; or (b) where no
fixed term is specified but an Energy Supply Contract specifies a fixed Rate, the period during which such fixed Rate
applies (whether specified in the Energy Supply Contract or determined pursuant to Clause 8.1).
“Force Majeure” means any event or circumstance which would constitute force majeure under any applicable
Connection Agreement, network or grid code.
“Fuel Variation Tariff” means the gas tariff offered by Energia to NDM business Customers, as amended by the
Regulatory Authority from time to time.
“GNI” means Gas Networks Ireland (formerly Bord Gais Networks).
“Household Customer” means any Customer who is purchasing Energy for its own household consumption,
excluding commercial or professional activities.
“Insolvency Event” means, in respect of the Customer:
(a) the stopping or suspension of making payments (whether of principal or interest) with respect to all or any
of its debts or the announcement of an intention to do so;
(b) the suspension or cessation or the threatening to suspend or cease to carry on its business;
(c) the appointment of, or presentation of a petition for the appointment of, a liquidator, provisional liquidator,
examiner, administrative receiver or receiver to or over the whole or any part of its assets;
(d) the entering into of any reorganisation, moratorium, scheme of arrangement or composition with or for
the benefit of creditors generally or any class of its creditors;
(e) in relation to the Republic of Ireland, the service on it of a notice of attachment pursuant to Section 1002
of the Taxes Consolidation Act, 1997 (Republic of Ireland) or, in relation to Northern Ireland, Section 61 of the
Taxes Management Act 1970 and/or Section 51 of the Finance Act 1997;
(f) suffering any distress, sequestration, attachment or execution;
(g) the proposal or passing of a resolution to wind it up (other than in the circumstances of a solvent voluntary
winding-up as part of a reorganisation or restructuring);
(h) becoming unable to pay its debts or being deemed to be unable to pay its debts pursuant to section 214 of
the Companies Act, 1963 (Republic of Ireland) or Article 103 of the Insolvency (Northern Ireland) Order 1989;
or
(i) taking or suffering any similar or analogous action to items above in any jurisdiction in consequence of
debt.
“Last Resort Supply Direction” means a direction given to a supplier by the Regulatory Authority requiring it to
make available a supply of Energy to premises previously supplied by another supplier.
“Laws” means in respect of the Republic of Ireland or Northern Ireland as the case may be, all applicable laws,
legislation, statutory instruments, directives, regulations, requirements, instructions, orders, directions or rules
or otherwise of any competent authority of a national or EU character, together with all applicable codes, industry
agreements or licence conditions, and “Law” shall mean any one of them.
“Medium Business User” means a Customer on the gas tariff offered by Energia to NDM medium Non-Household
Customers.
“NDM” means non-daily metered.
“Non-Household Customer” means a Customer who is not a Household Customer.
“Personal Data” shall have the meaning set out in the applicable Data Protection Legislation.
“Rates” means the unit price that the Customer pays for the purchase of Energy, as contained in the Energy Supply
Contract.
“Regulatory Authority” means either or both of the Commission for Regulation of Utilities (CRU) and the Northern
Ireland Authority for Utility Regulation as the context may require or any other competent authority.
“Relevant System Operator” means any person who owns or operates the gas or electricity transmission or
distribution system or provides metering services in the Republic of Ireland or Northern Ireland, as applicable, from
time to time.
“Security” means the security (if any) required by Energia pursuant to Clause 4.2 and/or as set out in the Special
Conditions.
“Small Business User” means a Customer on the gas tariff offered by Energia to NDM small Non-Household
Customers.
“Special Conditions” means the special conditions notified by Energia to the Customer which forms part of this
Agreement.
“Standing Charge” means the charge specified as such in the Energy Supply Contract as may be varied in
accordance with the terms of this Agreement.
“Supply Address” means the address(es) at which any Supply Point supplied under this Agreement is located, as
specified in the Energy Supply Contract;
“Supply Period” means the period commencing on the Supply Period Start Date and terminating on the Termination
Date.
“Supply Period Start Date” means in respect of any Supply Point supplied under this Agreement, the later of (a) the
date the Supply Point is confirmed as registered to Energia by the Relevant System Operator; and (b) the date that all
Conditions Precedent are satisfied by the Customer or waived by Energia.
“Supply Point” means the point(s) at which the Customer’s Premises is (are) connected to the relevant gas or
electricity distribution system.
“Supply Price” means the total price that the Customer pays for the purchase of Energy, such
price comprising the Charges, the Standing Charges and any other charges or costs specified in the Energy Supply
Contract or imposed from time to time (whether resulting from any change in Law, or any action by Government or
any Regulatory Authority or otherwise), but excluding VAT and any other tax, duty or levy imposed in respect of or by
reference to the Energy supplied.
“Termination Date” means the date on which this Agreement is terminated pursuant to Clause 8.
In the event of inconsistency between these terms and conditions, the Special Conditions, and the Energy Supply
Contract, the following order of precedence shall prevail:
(a) the Special Conditions;
(b) the Energy Supply Contract; and
(c) these General Terms and Conditions; provided that nothing takes precedence over Clauses 3.1, 3.2, 9, 10 and 21.1
of these General Terms and Conditions.
(2.1) This Agreement shall commence on the date of execution by both parties and shall continue until the
Termination Date.
(2.2) Unless otherwise agreed by the parties, Energia shall supply or procure the supply of Energy to the Customer
at the Supply Point during the Supply Period and the Customer shall take delivery of such Energy at the
Supply Point and pay for such Energy, in each case on the terms and conditions set out in this Agreement.
(2.3) Energia shall not be obliged to supply Energy to the Customer prior to the Supply Period Start Date. The
Customer shall be liable for and shall hold Energia harmless in respect of any and all Energy usage by
the Customer prior to the Supply Period Start Date, irrespective of the reason or reasons that the Supply
Period Start Date has failed to occur and whether such failure was the fault of the Customer, Energia, a
third party or otherwise.
 

(3.1) In consideration of Energia selling Energy to the Customer during the Supply Period, the Customer shall pay Energia the Supply Price.
(3.2) Energia shall be entitled to vary the Rates from time to time to reflect any changes in wholesale electricity
prices, commodity prices or other input costs including but not limited to commodity fuel cost, financial cost,
cost items included in wholesale electricity prices (including but not limited to gas capacity costs and any
costs relating to carbon) or any other input costs or resulting from any change in Law or as a result of any
action by Government or a Regulatory Authority. The unit tariff charged may include other costs of Energia,
including commissions paid to consultants. Energia shall be entitled to vary the Standing Charge, the Pass
Through Charges and/or any other cost or charge component of the Supply Price from time to time to reflect
any change in Law or as a result of any action by the Government, a Regulatory Authority, a Relevant System
Operator or otherwise, including but not limited to any changes in third party charges incurred by Energia in
connection with the supply of Energy under this Agreement and/or any changed or discontinued rebates.
Energia shall be entitled to include any other costs or charges in the Supply Price from time to time to reflect
any change in Law or any action by the Government, a Regulatory Authority, a Relevant System Operator or
otherwise, including but not limited to energy efficiency related costs or charges. Energia will notify changes
to the Supply Price (or any component thereof) as soon as reasonably practicable and, in any event, no later
than 28 days after the increase comes into effect. Such changes shall take effect from the date specified by
Energia in such notice. The Supply Price is exclusive of VAT and any other tax, duty or levy imposed in respect
of Energy supplied.
(3.3) Subject to Energia’s right to charge fees for early termination under Clauses 8.2 and 8.3, the Customer will
not be charged for changing supplier.
(3.4) Energia’s offer to supply Energy and the Rates that are offered to the Customer for the supply of Energy are
offered subject to Energia completing credit checks on the Customer that are satisfactory to Energia at its
sole discretion. Energia reserves the right to vary the Rates from time to time in accordance with the notice
periods specified in Clause 3.2.
(3.5) Where a material change occurs in the profile consumption used to calculate the Supply Price, Energia
reserves the right to recalculate the Supply Price for the duration of this Agreement using the updated
profile consumption. Where tradable commodities have been forward purchased or hedged at the
Customer’s request, any costs arising from the new consumption profile will be included in any Accrued
Charges calculation.

 

(4.1) The terms of payment in this Clause 4 and the Security requirements are based on the Customer’s current
credit worthiness. If:
(a) Energia considers that the Customer’s credit worthiness has changed, or that the Customer has suffered
an Insolvency Event; and/or
(b) the Customer exercises the DD Refund Right in respect of any payments or amounts which are validly due
and payable under this Agreement;
Energia reserves the right to reassess the terms of payment and Security requirements applicable to the
Customer. If the parties fail to reach agreement on the reassessed terms of payment or Security requirements
within 5 Business Days or the required Security is not provided within 5 Business Days, Energia may terminate
this Agreement forthwith by notice in writing.
(4.2) Energia will at the end of each billing period send the Customer an invoice for that billing period of the
Charges, the Standing Charges, any Trade Option Fees and any other amounts due under this Agreement,
together with any applicable Value Added Tax (VAT) or replacement or other tax and the Customer will
pay such amounts by cleared funds within 14 days of the date of the invoice unless otherwise agreed in
the Special Conditions. The Customer shall make such payment by direct debit, unless otherwise agreed
between Energia and the Customer. If any payments are refused by the Customer’s bank, Energia may
charge and the Customer shall pay to Energia a handling fee. If the Customer does not pay by Direct Debit
or if otherwise required by Energia at its absolute discretion, Energia may require the Customer to provide
additional Security in the form of a cash deposit in such amount notified by Energia. Any requirement that the
Customer provides Security can be reviewed upon request from the Customer following 12 months provision
of Security in accordance with Energia’s requirements.
(4.3) The Customer shall not deduct or set-off any payments to be made under this Agreement against any
amounts due to the Customer for other services provided.
(4.4) In the event of accurate data being unavailable to Energia for billing purposes or for the purposes of
calculation of alterations to the Supply Price, the Supply Price will be based on historical data or good faith
estimates made by Energia. If accurate data subsequently becomes available, Energia reserves the right but
shall not be obliged to recalculate the Supply Price using the accurate data. Any such recalculation may take
place up to 13 months after the month of consumption in accordance with market settlement rules. Energia
will not be liable for interest accruing on payments made by the Customer in the event of an overpayment due
to a billing error or inaccurate data.
(4.5) Energia may charge a late payment fee on overdue invoices. A schedule of late payment fees applicable is
available on Energia’s website at www.energia.ie.
(4.6) Energia and the Customer agree that the late payment fee referred to in Clause 4.5 is a genuine pre-estimate
of the loss which would be suffered by Energia in the event of a late payment of an invoice by the Customer.
(4.7) Energia shall be entitled to draw down the amount due under the Security if:
(a) any amount due on an invoice is not paid by the due date; or
(b) Energia is required to make a DD Reimbursement in respect of any payments or amounts which are validly
due and payable under this Agreement.
(4.8) The exercise of the DD Refund Right by the Customer shall not prejudice the liability of the Customer for any
payments due under this Agreement.
(4.9) The balance of any Security (if any) will be repaid to the Customer when the Customer’s account is closed,
provided that all sums due to Energia have been paid.

The Customer shall ensure that Energia, the Relevant System Operators and their employees, agents and contractors
have reasonable, safe and unobstructed access to metering equipment at all relevant times. The Customer’s Energy
supply will be measured by metering equipment that will be installed and maintained in line with the relevant
Connection Agreement which sets out the main commercial terms for the connection to the gas or electricity
distribution system. The Relevant System Operator’s staff, its agents or contractors will read the Customer’s meter.

Each party must at all times during the term of this Agreement comply with all applicable Laws relevant to the
performance of their obligations thereunder.

(7.1) Neither party shall be liable to the other for any failure to perform its obligations under this Agreement to the
extent that such failure is due to the occurrence of an event of Force Majeure, save that the occurrence of an
event of Force Majeure shall not excuse the parties from any obligation to make payments of money under
this Agreement.
(7.2) Neither party will be liable to the other for loss of profit or revenue, loss of use, loss of contract or other
business opportunity, loss of goodwill, loss or failure of or delay in production or increased cost of working
or any other special, indirect or consequential loss or damage whatsoever arising out of or in connection with
this Agreement.
(7.3) Notwithstanding Clause 7.2, Energia’s liability to the Customer shall be limited to £100,000 (Customers in
Northern Ireland) or €100,000 (Customers in Republic of Ireland).
(7.4) The exclusions and limitation of liability in this Clause 7 shall not apply to any claim on account of death or
personal injury resulting from the negligence of either party.
(7.5) Nothing in this Clause 7 shall release the Customer from its obligation to pay the Supply Price in accordance
with Clause 3.1, or to pay any other fees owed by the Customer to Energia from time to time under this
Agreement (including the late payment fee in accordance with Clause 4.5).

(8.1) If this Agreement does not terminate on the Expiry Date, it will remain in force on a rolling calendar month
basis. Energia shall be entitled to charge the higher of either the existing Rates applicable to the expired
contract or revised Rates with effect from the Expiry Date by notice to the Customer, such notice to be
given no later than 28 days after such Rates are first applied (and may be given in the invoice or in a notice
accompanying it). The parties shall be bound by this Agreement for the duration of any such extended period
and repeat any representations and warranties given under this Agreement as at the commencement of any
such extended period. Unless otherwise specified, any Rates specified in an Energy Supply Contract are valid
for a period of 12 months from the date that the Energy Supply Contract (or part thereof which contains such
fixed Rates) is signed by both parties.
(8.2) Subject to Clause 8.4 and unless otherwise specified in the Special Conditions:
(a) if a Fixed Term is specified in this Agreement in respect of the supply of electricity and this Agreement is
terminated prior to the Expiry Date in accordance with any of Clauses 8.5(c) to 8.5(g), an early termination fee
will be payable by the Customer to Energia in respect of each Supply Point supplied under this Agreement;
and
(b) if a Fixed Term is specified in this Agreement in respect of the supply of electricity and a Supply Point
or Supply Points cease to be supplied prior to the expiry of the Fixed Term, an early termination fee may be
charged by Energia to the Customer in respect of each Supply Point in respect of which supply is terminated.
Where an early termination fee is payable in respect of a Supply Point under this Clause 8.2, the amount
of such early termination fee shall be determined by the DG Code applicable to the Supply Point: DG1/2:
€/£50, DG5: Annual Consumption less than 35,000 units €/£750, Annual Consumption greater than
35,000 units €/£1,500, DG6: Annual Consumption less than 150,000 units €/£1,500, Annual Consumption
between 150,000 & 300,000 units €/£3,500, Annual consumption Greater than 300,000 units €/£9,500.
(8.3) Subject to Clause 8.4, if a Fixed Term is specified in this Agreement in respect of the supply of gas and this
Agreement is terminated prior to the Expiry Date in accordance with any of Clauses 8.5(c) to 8.5(g), an early
termination fee will be payable by the Customer to Energia as follows:
(a) for Customers on a Fuel Variation Tariff, a fee of €/£500 shall be payable by the Customer to Energia;
(b) for Medium Business Users a fee of €/£400 shall be payable by the Customer to Energia; and
(c) for Small Business Users a fee of €/£250 shall be payable by the Customer to Energia.
(8.4) Clauses 8.2 and 8.3 are applicable to Republic of Ireland Customers only. Energia and the Customer agree
that the early termination fees referred to in Clauses 8.2 and 8.3 represent a genuine pre-estimate of the
loss which would be suffered by Energia in the event of the early termination of this Agreement prior to the
Expiry Date.

8.5) This Agreement may be terminated:
(a) if this Agreement has a Fixed Term, by either party on or at any time after the Expiry Date, by giving no less
than 20 Business Days’ notice in writing to the other party specifying the date of termination;
(b) if this Agreement has no Fixed Term, by either party at any time by giving no less than 20 Business Days’ notice in writing to the other party specifying the date of termination;
(c) by Energia forthwith by notice in writing to the Customer if the Customer fails to pay any invoice within
the timeframe outlined in Clause 4.2 or breaches this Agreement or the relevant Connection Agreement and
does not remedy the breach within 10 Business Days after having received written notification of such breach;
(d) by Energia forthwith by notice in writing to the Customer if the Customer has made unauthorised use of
Energy or committed theft of Energy;
(e) by Energia forthwith by notice in writing to the Customer upon the occurrence of an Insolvency Event;
(f) by Energia forthwith (i) if the Conditions Precedent are not satisfied or Security is not provided by the
Supply Period Start Date; or (ii) in the circumstances described in Clause 4.1; or (iii) if Energia is not satisfied
with the Customer’s credit rating pursuant to Clause 3.4; or
(g) in any other circumstance specified in the Special Conditions or these General Terms and Conditions.
(8.6) This Agreement shall terminate on the date that a Last Resort Supply Direction, given to another Energy
supplier, takes effect in relation to the Customer’s Premises.
(8.7) Upon termination of this Agreement:
(a) closing meter readings will be taken at the Customer’s Premises in respect of which this Agreement is
being terminated. Where a meter reading is not available, estimated readings will be applied;
(b) Energia will issue the Customer or the Customers representatives a final account for any outstanding
amount which will include any Accrued Charges;
(c) Energia will issue the Relevant System Operator with a request to disconnect the Customer’s Premises, and
the Customer will pay any costs incurred by Energia as a result of instruction to the Relevant System Operator
to de-energise or disconnect supply and in procuring a meter lock or meter disconnect as appropriate to the
Customer’s Premises and such other costs on termination set out in the Special Conditions; and
(d) the Customer shall procure that its employees and agents shall permit Energia or its agent to enter the
Customer’s Premises to remove Energia’s or its agent’s equipment.
(8.8) Action taken under this Clause 8 shall be without prejudice to either party’s subsisting rights and to any
additional rights specified in the Special Conditions.
(8.9) The Customer shall not take delivery of Energy while registered as a customer of Energia after the Termination
Date. In the event that the Customer takes a supply of Energy while registered as a customer of Energia
after the Termination Date, the provisions of this Agreement will survive termination and the Customer shall
indemnify Energia against all and any loss, damage, cost, expense, charge, fee, claim or liability incurred by
Energia in supplying the Customer or the Customer’s Premises after the Termination Date (including any
Energy usage, Standing Charges or other levies or charges of any kind).
(8.10) All rights and liabilities, which accrued prior to termination and Clauses 4, 7, 8, 9, 10, 12.2, 13, 15, 16, 17 and 21
will survive termination of this Agreement.

9.1) The Customer’s Premises may be de-energised at the request of Energia without liability to Energia for any
loss or damage suffered by the Customer if:
(a) any of the circumstances in Clause 8.5 take place; or
(b) the Customer continues to use Energy supplied by Energia at the Customer’s Premises after the
Termination Date.

(10.1) In the event that Energia is supplying Energy to the same Customer at more than one Supply Address under
separate Energy Supply Contracts or more than one Supply Point under this Agreement, Energia may deenergise
all or any of the Customer’s Supply Points and/ or terminate this Agreement if any of the events
referred to in Clauses 8.2 or 9.1 occur with respect to any one Supply Point, without liability to Energia for any
loss or damage suffered by the Customer.
(10.2) If the Customer changes its Customer Premises or Supply Address and any invoice or liability is outstanding
in respect of a previous Customer Premises or Supply Address then Energia may at its sole discretion transfer
the balance of the outstanding invoice or liability to the account registered at the new Customer Premises.
Energia may also at its sole discretion transfer the outstanding balance of a Customer’s account to another
account of the same Customer if an invoice or liability is outstanding in respect of an account which has been
closed, discontinued or is not being actively paid.

(11.1) It is a condition precedent to the supply of Energy to the Customer by Energia under this Agreement in both
the Republic of Ireland and Northern Ireland that the Customer is connected to the system of, and is entitled
to take supply of electricity and gas from, the system of the Relevant System Operator, and agrees to be
bound by the terms and conditions of the Connection Agreement.
(11.2) For Northern Ireland customers, the Relevant System Operator operates the distribution system that delivers
electricity to a Customer’s Premises and has appointed Energia to act as its agent to enter into a Connection
Agreement with the Customer on standard terms. Unless the Customer has entered into a separate
Connection Agreement with Relevant System Operator, the Customer agrees that by entering into this
Agreement, the Customer is also entering into a Connection Agreement with the Relevant System Operator.
The terms of that Connection Agreement are the Standard Connection Terms and Conditions as published
by the Relevant System Operator from time to time as set out in the Appendix or otherwise attached to
this Agreement or otherwise provided to the Customer or made known to the Customer by Energia. In the
event that the Customer does not wish to be bound by the Standard Connection Terms and Conditions, the
Customer may negotiate their Connection Agreement directly with the Relevant System Operator, but the
Customer must notify Energia of the same and provide evidence that a Connection Agreement is in place
prior to Energia commencing supply to the Customer’s Premises.
(11.3) Northern Ireland Customers who are being supplied with electricity at more than 650 volts are required
to have a site specific Connection Agreement with the Relevant System Operator. Details of the relevant
Connection Agreement can be found at www.nie.co.uk.

(12.1) The Customer represents and warrants to Energia that:
(a) the Customer has full legal right, power and authority to enter into this Agreement and at all times
throughout the term of this Agreement to execute, deliver and perform all its obligations thereunder;
(b) the execution of this Agreement has been duly authorised by all necessary corporate action on behalf of
the Customer;
(c) at the date of this Agreement and at all times during the term, the information provided by the Customer
and set out in this Agreement is true and correct in all material particulars;
(d) at the date of this Agreement and at all times throughout the term thereof, there are no facts or
circumstances which have not been notified to Energia in writing prior to the date of commencement of this
Agreement which would prevent Energia from exercising its rights under Clause 8; and
(e) it is not a Household Customer.

(12.2) The Customer hereby indemnifies Energia in relation to any breach of the representations and warranties set
out in this Clause 12.

(13.1) Energia may use the information provided by the Customer or generated in connection with this Energy
Supply Contract and that provided by third parties, including any Personal Data, (“Customer Information”)
for its business purposes including the setting up of, risk assessment, credit insurance, fraud prevention,
monitoring, managing, the provision of our services and products, administering the Customer’s account,
for the purposes of obtaining credit references in connection with the Customer’s business, conducting
market research, building customer profiles, implementing changes of supplier, obtaining maintaining and
exchanging information on meter points (including the identification of meter points), reporting to statutory
authorities, reporting to Regulatory Authorities, billing, debt collection, call data management, credit
insurers and in accordance with Laws. Energia may retain Customer Information for a reasonable period after
the Customer ceases to be supplied with our products and services.
(13.2) To the extent such Customer Information is Personal Data Energia will only use such Personal Data in
accordance with our privacy statement and in providing its services and products and to comply with its duties
under applicable Laws. Please see our privacy statement for details of how we process your personal data,
in accordance with our obligations under data protection legislation. Our privacy statement is available in
your welcome pack and online at https://www.energia.ie/privacystatement. We may update this statement
from time to time and any changes will be notified on our website or otherwise will be notified as required by
applicable data protection law.
(13.3) If the Customer provides Personal Data in connection with this Agreement which is not the Customer’s
own Personal Data, the Customer must ensure that such disclosure of Personal Data complies with Data
Protection Legislation. The Customer acknowledges that any credit reference search carried out may also be
recorded on their credit file, whether or not an application for a supply is successful.
(13.3) In order to transfer the Customer’s energy supply, Energia and/or its agents and service providers may
contact the Customer’s current or previous supplier to establish all relevant details in connection with that
transfer and establish details of any outstanding debt the Customer may owe them. If the Customer transfers
to a new supplier and the Customer owes Energia money, Energia may inform the new supplier about the
debt.
(13.4) Energia and/or its agents and service providers may pass Customer Information to all other relevant industry
organisations based on agreed industry practices, Group Companies, to agents and service providers,
credit reference agencies and credit insurers who will record the search, other energy suppliers, Relevant
System Operator and in accordance with Law. This may involve passing Customer Information outside of
the European Economic Area. Energia will pass Customer Information to any organisation to whom it may
transfer its rights or obligations under this Agreement. Energia may contact the Customer from time to time
to confirm the accuracy of the Customer’s details. If any of the Customer’s details are inaccurate please
inform Energia immediately and Energia will amend accordingly.
(13.5) In order to ensure a quality service Energia, its agents and service providers, may record telephone calls for
the purposes of training, quality control and account management and verification.

(14.1) The Customer must notify Energia immediately upon:
(a) the Customer’s credit rating being changed;
(b) any of the Customer’s representations and warranties ceasing to be true in any material particular; or
(c) the occurrence of an Insolvency Event.
(14.2) The Customer must provide Energia within 7 days of request (or in the case of emergency such shorter time
as Energia may request) such information as Energia may request to enable it to comply with applicable Laws
and must continue to provide Energia with all such information as soon as is reasonably practicable.

(15.1) In the event that the Customer moves or intends to move its business operations from the Customer’s
Premises:
(a) the Customer shall provide at least 20 days’ advance notice in writing to Energia, stating the date and time
from which the Customer will cease to be occupying the Customer’s Premises (the “Change in Occupancy
Date”);
(b) the Customer may request that Energia transfer this Agreement to the Customer’s new premises and,
if agreed by Energia, this Agreement shall crease to apply to the Customer’s Premises from the Change
in Occupancy Date and will apply to the Customer’s new premises from the date that such premises are
registered to Energia by the Relevant System Operator;

c) if the Customer does not request that this Agreement be transferred to a new premises, Energia may
terminate this Agreement forthwith and the provisions of Clause 8 shall apply;
(d) the Customer shall notify Energia if a new occupant will be occupying the Customer’s Premises and
whether the occupant will require Energy supply from Energia from the Change in Occupancy Date; and
(e) the Customer must provide Energia with a closing meter reading. If the Customer fails to do so, it shall be
responsible for all Energy supplied by Energia and consumed at the Customer’s Premises until date when a
new occupant is registered at the meter point. This is without prejudice to the provisions of Clause 8 and/or
Clause 10.2.
(15.2) In the event of a new occupant requiring supply of Energy from Energia, the Customer shall procure that
such occupant enters into a new contract for the supply of Energy on terms offered by Energia. Save where
this Agreement continues pursuant to Clause 15.1(b), this Agreement shall terminate on the date that such
contract with a new occupant takes effect and the provisions of Clause 8 will apply.
(15.3) Until the new occupant enters into a contract with Energia for the supply of Energy or in the event that the new
occupant does not enter into a contract with Energia for the supply of Energy, the Customer shall remain liable
from the Change in Occupancy Date for any Energy supplied by Energia and consumed at the Customer’s
Premises (or where applicable the premises that were the Customer’s Premises prior to the Change in
Occupancy Date), together with any Standing Charges or other charges or levies in respect of such premises.

(16.1) In the event of any dispute or difference of whatever nature in connection with this Agreement the parties will
use reasonable endeavours to resolve the matters in dispute in good faith by mutual discussion. If the dispute
has not been resolved by such mutual discussions within 15 days, the dispute may be referred to:
(a) the Consumer Council for disputes relating to Energy supply in Northern Ireland; or
(b) the Commission for Regulation of Utilities (CRU) for disputes relating to Energy supply in the Republic of
Ireland.
(16.2) Save in respect of a dispute regarding termination of this Agreement, performance of this Agreement by both
parties will continue during the dispute resolution process.

This Agreement and all information provided in connection with it shall be treated as confidential and shall not be
disclosed without the prior written consent of the other party, save that consent shall not be required for disclosure:
(17.1) to directors, employees, consultants, professional advisors or affiliates of either party, provided that they in turn
are required by that party to treat the information disclosed as confidential;
(17.2) to any financial institution in relation to the financing of either party’s business activities, provided that the
financial institution is required by that party to treat the information disclosed as confidential;
(17.3) to the extent required by any Law, judicial process or the rules and regulations of any recognised stock exchange;
(17.4) to the extent necessary to enable Energia to perform its obligations and supply or procure the supply of Energy
under this Agreement;
(17.5) for the purposes set out in Clause 13 (Customer Information) or
(17.6) to any intending assignee of the rights and interests of either party or any potential purchaser of either party,
provided that such intending assignee is required by that party to treat the information disclosed as confidential.

Energia has created a customer charter and the following codes of practice for Non-Household Customers, copies of
which are available at www.energia.ie or on request:
(a) Marketing;
(b) Sign Up
(c) Customer Billing, payment & disconnection;
(d) Efficient use of electricity & gas
(e) Customer complaints charter;
(f) Security deposit policy

(19.1) Energia and/or agents acting on behalf of Energia may wish to contact the Customer by email, text message,
post, telephone or in person with information about products and service (relating to Energy or other
products and services including those offered by third parties) which may be of interest to the Customer. If
the Customer does not wish to be contacted the Customer may exercise their right to opt-out. This can be
exercising by writing to Energia at the address in Clause 19.2.
(19.2) All notices and communications concerning this Agreement will be in writing, in the English language and
addressed as follows:
In the case of Energia:
For Northern Ireland Customers:
Energia, Energia House, 62 Newforge Lane, Belfast, BT9 5NF.
Telephone:+44 (0)28 90380630, Facsimile:+44 (0)28 90682509. Email: notice@energia.ie
For Republic of Ireland Customers:
Energia, The Liberty Centre, Blanchardstown Retail Park, Dublin 15, D15 YT2H.
Telephone:+353(0)1 8692000, Facsimile:+353(0)1 8692050. Email: notice@energia.ie
In the case of the Customer, to the address specified in the Energy Supply Contract.
(19.3) A party may change its address for service at any time by notice in writing to the other parties. Notices may be
delivered with, or published on, a bill and will be deemed served or delivered to the addressee or its office:
(a) If delivered by hand, upon the date of delivery;
(b) If delivered by pre-paid ordinary post within the jurisdiction in which the Customer resides or is registered,2
Business Days after sending or if delivered by pre-paid ordinary post outside the jurisdiction in which the
Customer resides or is registered, 5 Business Days after sending;
(c) If delivered by facsimile, at the time that a transmission report is produced by the sender’s facsimile
machine confirming that the transmission has been satisfactorily completed; or
(d) If delivered by electronic mail, at the time that the sender’s computer generates a message stating that
the e-mail has been received.

(20.1) In consideration, and as a condition, of being connected to the relevant gas distribution system in order to
receive a gas supply and for other good and valuable consideration (the receipt and sufficiency of which
is hereby acknowledged), the Customer agrees to be bound by the terms and conditions under which a
connection to the relevant gas distribution system is provided. In Northern Ireland, this means the Code of
Operations approved by the Regulatory Authority and published by the relevant holder of a licence for the
conveyance of gas issued by the Regulatory Authority. In the Republic of Ireland, these terms and conditions,
called the “Gaslink, GNI Terms and Conditions for Gas Users at Non Daily Metered (NDM) Offtake Points”, are
available at www.gaslink.ie and www.gasnetworks.ie or by contacting GNI at 1850 20 06 94 and are entered
into between the Customer and GNI, acting as the agent for and on behalf of Gaslink as and from the date of
this Agreement.
(20.2) The Customer agrees, acknowledges and confirms that:
(a) all equipment and installations up to and including the gas meter belong to the Relevant System Operator
and must be kept at the Customer’s Premises and used in line with Relevant System Operator’s instructions;
(b) pipework from the meter into the Customer’s Premises and the Customer’s appliances connecting to
it are the Customer’s responsibility. The Relevant System Operator does not accept any responsibility for
maintaining these; and
(c) the Customer must allow the Relevant System Operator’s authorised personnel, agents or contractors to
enter the Customer’s Premises to which gas is supplied for the purposes of reading, inspecting, disconnecting,
locking or removing the meter or meters, and for all other purposes in connection with providing gas. Such
entry to be permitted at all reasonable times and at any time in an emergency.
(20.3) Any meter supplied to the Customer shall remain the property of the Relevant System Operator and may be
removed or disconnected by the Relevant System Operator in the following circumstances:
(a) under instruction of Energia;
(b) for safety; suspected interference reasons; or
(c) there is no active gas supplier at the Customer’s premises.
(20.4) The Customer agrees that Energia may give the Customer’s information to the Relevant System Operator
for the purposes of connecting the Customer to, and operating, the relevant distribution system and for the
purposes of any agreement in relation to connection to the relevant distribution system, including the “Terms
and Conditions for Gas Users at Non Daily Metered (NDM) Offtake Points”.

(21.1) These General Terms and Conditions are subject to change from time to time, whether to reflect any new or
changed Energy market arrangements or Laws, directions of Regulatory Authorities or otherwise. Energia
may provide the Customer with revised General Terms and Conditions or notify the Customer on their bill, by
email, by letter or by way of public advertisement that revised General Terms and Conditions are applicable.
Such notices will be deemed received at the times specified in Clause 19.3, save for notice by public
advertisement which will be deemed received on date of publication. The General Terms and Conditions
applicable from time to time are available at www.energia.ie or will be provided on request. In any case, the
revised General Terms and Conditions will be deemed incorporated into this Agreement from the later of the
date of notification to the Customer or the date that the revised General Terms and Conditions are specified
to come into effect.
(21.2) Energia may assign the benefit of this Agreement or any part of it. The Customer may assign this Agreement
only with written consent of Energia, which consent shall not be unreasonably withheld.
(21.3) This Agreement constitutes the entire agreement between the parties and supersedes all previous
agreements between the parties in relation to the subject matter thereof. Each party acknowledges that it has
not entered into this Agreement on the basis of any representation or warranty other than those set out herein.
(21.4) Any waiver under this Agreement must be in writing. No waiver of any power or right shall be construed as a
waiver of any other power or right. A waiver of a breach will not operate or be construed as a waiver of any other
or further breach.
(21.5) If any court of competent jurisdiction declares any provision of this Agreement void, that provision will be
severed and the remainder of this Agreement will remain in full force and effect. If any provision of this
Agreement becomes invalid or unenforceable or requires variation as a result of any change in any Law or
trading arrangements, this Agreement will be amended by agreement between the parties, or failing such
agreement, as determined by Energia acting in good faith, in such a way as to give effect to the commercial
intent of the parties as set out in this Agreement.
(21.6) The laws of the Republic of Ireland will govern this Agreement insofar as it relates to Energy supplied in the
Republic of Ireland, and the laws of Northern Ireland will govern this Agreement insofar as it relates to Energy
supplied in Northern Ireland. The parties accept the non-exclusive jurisdiction of the courts of the Republic
of Ireland, or Northern Ireland (as applicable).