PLEASE READ THESE STATEMENTS BEFORE PROCEEDING

Good Energy supplies renewable electricity to help consumers reduce their personal impact on climate change.

The Referring Party wishes to introduce its audience to Good Energy to help them reduce their personal impact on climate change.

Good Energy will make a Commission Payment to the Referring Party for each Successfully Registered Customer that the Referring Party Refers to Good Energy under this Agreement.

GOOD ENERGY - INSTALLER CORPORATE PARTNERSHIP AGREEMENT

1. Definitions

The following words, which are used within these Terms and Conditions, have specific meanings:

1.1 “Act” is the Electricity Act 1989 and all subsequent amendments to that act;

1.2 “Bespoke Landing Page” is the page on the Good Energy website that has been built by Good Energy at their own expense for the Referring Party to sign up customers. The Referring Party will be given the opportunity to provide information for the webpage but in the absence of personalised information Good Energy will prepare a standard webpage;

1.3 “Commission Payment” is as defined in clause 6;

1.4 “Customer” means a user of electricity who has been Referred by the Referring Party and that Good Energy have Successfully Registered;

1.5 “Data Protection Act” is the Data Protection Act 1998 and all subsequent amendments to that act;

1.6 “Export” or “Exporting” refers to any electrical power that is generated by a renewable generator which is not used on site but passes onto the local electricity distribution network through a settlement export meter registered to Good Energy;

1.7 “Home Generation Scheme” Is a payment scheme offered by Good Energy for purchasing electricity generated by independently owned microgenerators with an ‘Installed Capacity’ less than or equal to 6kW;

1.8 “Installed Capacity’ means the production capabilities of an electrical generator based on its actual or rated generation potential;

1.9 “Materials” means all marketing and publicity materials to be used by the Referring Party to promote Good Energy;

1.10 “Minimum Threshold” is the minimum Export provided to Good Energy by a generator over the course of a year;

1.11 “Offgrid Generation Scheme” is a payment scheme offered by Good Energy for purchasing electricity generated by independently owned microgenerators that are not connected to the local electricity grid;

1.12 “Power Purchase Agreement” is a bespoke agreement offered by Good Energy for purchasing electricity generated by independently owned generators that will Export over the Minimum Threshold;

1.13 “Quarter” means the successive periods of three months starting 1 January (specifically 1 January to 31 March, 1 April to 30 June, 1 July to 31 September and 1 October to 31 December);

1.14 “Quarterly Statement” is as provided for in clause 6;

1.15 “Referred” means that the Customer has entered Good Energy’s website via the Bespoke Landing Page and “Refer” shall be construed accordingly;

1.16 “Smart Generation Scheme” is a payment scheme offered by Good Energy for purchasing electricity generated by independently owned microgenerators with an ‘installed capacity’ less than 75kW that will Export over the Minimum Threshold;

1.17 “Successfully Registered” means either:

1.17.1 a Customer that has completed the registration process for a renewable electricity supply contract and is supplied with electricity by Good Energy; or

1.17.2 an Offgrid Generation Scheme Generator that has returned an Offgrid Contract and has been accepted on to the scheme by Good Energy; or

1.17.3 a “Smart Generation Scheme” or “Power Purchase Agreement” generator that has a registered Export meter with Good Energy.

2. In these Conditions

2.1 the singular shall include the plural and vice versa;

2.2 words denoting persons shall include bodies corporate and vice versa;

2.3 the headings do not affect its interpretation;

2.4 references to legislation shall include all subsequent amendments to that legislation.

3.      Conditions Precedent

3.1 The Referring Party shall have provided Good Energy with a copy of their ethical statement, statement of corporate, social and environmental responsibility or other similar undertaking and such undertaking shall have satisfied Good Energy.

3.2 Good Energy has a Supply Licence to supply electricity to business and domestic customers in England, Wales and Scotland.

4.     Obligations of the Referring Party

4.1 The Referring Party has agreed to introduce Good Energy to its audience by;

4.2 a web link on the Referring Party’s website. The text and layout of this link are to be agreed together by both parties;

4.3 The Referring Party will ask for Good Energy’s written permission before promoting Good Energy in any other way or to a new audience.
4.4 The Referring Party will ask Good Energy’s permission before use of Good Energy’s logo.

5.      Obligations of Good Energy

5.1 Good Energy will provide the Referring Party with a Bespoke Landing Page.

5.2 Good Energy will supply Customers under its standard terms and conditions and at their published prices, as amended from time to time.

5.3 Good Energy will use reasonable endeavours to Successfully Register Referred consumers.

5.4 Good Energy has the right not to accept any Referred contract.

6.     Commission Payment

6.1 The Commission Payments will be made by Good Energy to the Referring Party for each Successfully Registered Customer Referred by the Referring Party

6.2 Commission Payments shall be calculated as follows:

6.2.1 for each Successfully Registered Customer on the “Home Generation Scheme” a Commission Payment shall be £20 excluding VAT;

6.2.2 for each Successfully Registered Customer with “Offgrid Generation Scheme” the Commission Payment shall be £20 excluding VAT;

6.2.3 for each new Customer above the Minimum Threshold of 5MWh per year Successfully Registered on the  “Smart Generation Scheme” or with a “Power Purchase Agreement” the Commission Payment shall be as follows;

6.2.3.1  £20 For generators “Exporting” between 5 and 99 MWh per year;

6.2.3.2  £40 For generators “Exporting” between 100 and 499 MWh per year;

6.2.3.3  £200 For generators “Exporting” between 500 and 2,499 MWh per year;

6.2.3.4  £500 For generators “Exporting” over 2,500 MWh per year.

6.3 Commission Payments as set out in term 6.2 will only be paid for Successfully Registered customers as per terms 7.2 and 7.3
6.4 Good Energy reserve the right not to make a Commission Payment in respect of any Customer that has previously been supplied by Good Energy.

6.5 No Commission Payment shall be made to the Referring Party in respect of any Customers who are Referred by the Referring Party after termination of this Agreement.

7.     Quarterly Statements, Invoicing and Payment

7.1 Within 30 days of the end of each Quarter Good Energy will send the Referring Party a statement of the number of Successfully Registered Customers Referred by the Referring Party and the total amount of Commission Payment due (the “Quarterly Statement”).

7.2 Within 30 days of receipt of the Quarterly Statement the Referring Party will send Good Energy an invoice for the total Commission Payment.

7.3 Within 30 days of receiving the Referring Party’s invoice Good Energy will pay the full amount invoiced to the Referring Party.

8.     Publicity and Promotion

8.1 Good Energy will provide the Referring Party with all Materials Good Energy consider necessary to promote the scheme.  Any costs associated with the scheme incurred by the Referring Party will be at the Referring Party’s own expense. For the avoidance of doubt this includes modifications to websites.

8.2 All advertising and promotion carried out by either party related to this Agreement shall be carried out with the other party’s prior consent, such consent not to be unreasonably withheld or delayed.

8.3 Subject to paragraph 4.3 neither party shall use the other party’s name or logo without prior written consent, such consent not to be unreasonably withheld or delayed.

8.4 Neither party shall make any statement or representation regarding the relationship between the parties without prior written consent, such consent not to be unreasonably withheld or delayed. In particular, in no circumstances shall either party represent the relationship as being closer than laid out in this agreement.

8.5 Subject to paragraphs 8.2, 8.3 and 8.4 Good Energy reserves the right to publicise their association with  the Referring Party.  Any publicity material will be approved by both parties before release, such permission not to be unreasonably withheld or delayed

9.     Data Protection and Supply Licence

9.1 The Referring Party undertakes to obtain and maintain appropriate registrations under the Data Protection Act to enable the Referring Party to promote Good Energy services in the manner set out in this Agreement.

9.2 The Referring Party shall comply with all applicable laws and requirements of any governmental or regulatory authority applicable to this Agreement, including but not limited to Good Energy’s Supply Licence.

10.  Confidentiality

10.1 Subject to clauses 8 and 9, each party shall treat as strictly confidential all information received or obtained as a result of entering in to this Agreement which may be oral, written or physical and shall include but is not limited to trade secrets, commercial information, customer information, databases, programmes, plans, computer programmes, computer data, physical samples, objects, correspondence and any other confidential information relating to this Agreement other than information which;

• is public knowledge;
• is already known to that party at the time of disclosure;
• subsequently becomes public knowledge other than by breech of this Agreement;
• subsequently comes lawfully into the possession of that party from a third party, or;
• is required to be disclosed by law, by any stock exchange regulations or by any requirement of a governmental or regulatory authority under which rules either party is subject.

11.   Variations

11.1 The level of the Commission Payment set out in clause 5 may be varied by Good Energy on 1 month’s written notice.

11.2 Other variations to this agreement must be agreed in writing and signed by both parties.

12.   Force Majeure

12.1 None of the parties shall be liable for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including but not limited to any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, industrial dispute, armed hostilities, acts of terrorism, revolution, blockade, embargo, industrial or trade dispute, adverse weather, disease, shortage of any material, transport, electricity or other supply, or regulatory intervention.

13.Duration and Termination

13.1 Either party may terminate this Agreement on written notice to the other party

13.2 Either may terminate this Agreement on written notice to the other party is a Breeching Party and fails to make payment when due as set out in these Terms and Conditions;

13.3 If either party is in persistent or serious breech of its obligations under this Agreement and provided a breech is remediable fails to remedy it within 30 days of service of a written notice from the Initiating Party requiring such remedy

13.4 Either party may terminate this Agreement by giving 1 months’ written notice to the other party.

14. Effects of Termination

14.1 Upon termination of this Agreement each party will cease to present themselves as being associated with the other party; and

14.2 remove from display or access, and destroy or return to the other party at their own cost, all Materials and any other promotional material which refers to the other party or which contains the other party’s name or logo; and

14.3 remove from their web site any links, contracts or other forms which relate to or mention the other party, or which have been created by the other party. For the avoidance of doubt this includes the web link from the Referring Party’s website and the Bespoke Landing Page.

14.4 Neither party shall be liable to the other for any indirect or consequential loss or damage arising from the termination of this Agreement.

14.5 The parties together agree that conditions of Confidentiality as set out in clause 9, and this clause 13 shall survive for 3 years following the termination or expiration for any reason of this agreement.

15.Disputes

15.1 If the Referring Party disagrees with the Quarterly Statement,  the Referring Party must notify Good Energy in writing within 14 days of receipt of the Quarterly Statement. Good Energy will provide a full response within 30 days including backing data where appropriate and where it would not conflict with Good Energy’s obligations under the Data Protection Act.

15.2 On the Referring Party’s request Good Energy agrees to give an independent auditor reasonable access once a year to Customer audits. Such audits will be carried out at the expense of the Referring Party.

16.   Assignment and Notices

16.1 Neither Terms and Conditions, nor any of the rights, obligations, benefits or duties contained herein, may be assigned by either party to any third party without the express written permission of the other party.

16.2 Any notice to be served under these conditions should be served either in person or by post to the company secretary at the registered office of the receiving party as set out above or to another address as notified from time to time. If delivered in person, the notice shall be deemed to be served on the next working day.  If posted the notice shall be deemed to be served on the third working day after posting.

17.   Relationship of the parties

17.1 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise the Referring Party to act as agent on behalf of Good Energy and the Referring Party shall not have any authority to act in Good Energy’s name or otherwise bind Good Energy in any way including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any power.

18.   Terms Separate

18.1 Each of the clauses and sub-clauses of this Agreement operate separately of the others and survives independently of the others.

19.   Entire Agreement

These Terms constitute the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement understanding or arrangement between the parties whether oral or in writing.  No representation, undertaking or promise shall be taken to have been given to be implied from anything said or written in communications between the parties prior to the date that this agreement was executed except as set out in this agreement.  No modification or variation shall occur to any of the terms of this Agreement unless in accordance with clause 11.

Each of the parties acknowledges that in agreeing to enter into this agreement it has not relied on any warranty, representation or other assurance not set out in this Agreement.

20.  Governing Law

This Agreement shall be governed by and construed in accordance with English law.