TPI and NDA Agreement between 1ST Energy UK Ltd. and [TPI Name]

AGREEMENT RELATING TO THIRD PARTY INTERMEDIARY SERVICES FOR INDUSTRIAL AND COMMERCIAL CONSUMERS

Signed as a duly authorised representative for and on behalf of 1ST Energy UK Ltd.

Name of Representative: Gary Christian

Designation: TPI Relations Manager

Date: [Today's Date]

Signed as a duly authorised representative for and on behalf of [TPI Name]

Name of Representative: [Your Full Name]

Designation: [Designation]

Date: [Today's Date]

CONTENTS

• Definitions and Interpretation
• Scope
• Duration of Contract
• The TPI Obligations
• 1ST Energy’s Obligations
• Price Comparison Services
• Commissions and Payments
• Relationship
• Intellectual Property
• Confidentiality
• Data Protection
• Access
• Change Management
• Termination
• Force Majeure
• Liabilities
• Miscellaneous

ANNEXES

• A – Data Protection
• B – Client Authorisation
• C – Commission Payments
• D – Application Principles of OFGEM’s Standard of Conduct

THIS AGREEMENT is made

BETWEEN:

1ST Energy UK Ltd (registered number 12749574) whose registered office is at Liverpool Innovation Park, Edge Lane, Liverpool, L7 9NJ (referred to as "1ST Energy" hereafter); and

[TPI Name] (registered number [TPI Company Number]) whose registered office is at [TPI Address] (referred to as the "TPI" hereafter) each a "Party" and together “the Parties".

WHEREAS:

1ST Energy supplies Energy and Energy related services to industrial and commercial consumers throughout Great Britain.

The TPI provides price comparison and Energy related services to Energy consumers in Great Britain. The TPI may also offer Energy related services to consumers in other parts of the world where 1ST Energy may operate.

IT IS HEREBY AGREED as follows:

Definitions and Interpretation

In this Agreement the following terms have these meanings:

• "Agreement" – this agreement together with any Annexes incorporated from time to time;
• "Annex" – supplementary terms and conditions to this Agreement as agreed between the Parties from time to time and appended to this Agreement;
• "Applicable Principles of Ofgem's Standard of Conduct" – as set out in the relevant Annex;
• "Authority" – the Gas and Electricity Markets Authority (GEMA) or the Office of Gas and Electricity Markets (Ofgem);
• "Client" – an industrial or commercial Energy consumer who has agreed to accept Energy price comparison and/or Energy related services from the TPI;
• "Commission" – the charges payable to the TPI in respect of services provided to the Customer, collected by 1ST Energy from the Customer on the TPI's behalf, and repaid to the TPI in accordance with Annex C "Commission Payments";
• "Customer" – an industrial or commercial Energy consumer who is a Client of the TPI and who has entered into an Energy supply agreement with 1ST Energy;
• "Data Controller" – as defined in the DPA;
• "DPA" – the Data Protection Act 1998;
• "Effective Date" – Clause 3;
• "Force Majeure" – an Act of God, industrial action (except where solely restricted to employees of the Party claiming a Force Majeure event), an act of the public enemy or terrorist, war declared or undeclared, sabotage or act of vandalism, civil commotion, lightning, earthquake, hurricane, fire, storm, flood, drought, accumulation of snow or ice, explosion, pandemic, exceptional breakage or accident to machinery or pipelines, governmental restraint, any Act of Parliament or directive of a competent authority and any other cause which is beyond the reasonable control of the affected Party;
• “GDPR” – The General Data Protection Regulations 2018;
• "Initial Term" – a period of 6 months from the Effective Date;
• "License" – any license granted in accordance with S6 of the Electricity Act 1989 or S7A of the Gas Act 1986;
• "Micro Business Customer" – a Customer who:
  - has or expects to have an annual electricity consumption of not more than 100,000 kWh or an annual gas consumption of not more than 293,000 kWh, or
  - has fewer than 10 employees (or their full-time equivalent) and an annual turnover or annual balance sheet total not exceeding £2 million;
• "TPI Brand Features" – the trademarks, service marks, logos, trade names, business names and brands belonging to the TPI and such other additional or alternative marks as the TPI may notify to 1ST Energy from time to time;
• "Working Day" – a day other than a Saturday, Sunday or public holiday in England and Wales.

In this Agreement:

• a reference to any Party includes a reference to its affiliates, permitted successors and assigns in such capacity;
• a reference to any agreement or document (including this Agreement) shall be construed as a reference to such agreement or document as amended, modified or supplemented and in effect from time to time and shall include a reference to any agreement or document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms;
• headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement.

Scope

In consideration of collection by 1ST Energy of the Commission in accordance with the provisions of this Agreement the TPI agrees to provide 1ST Energy with opportunities to provide quotes for supplies of Energy to the TPI's clients. The Parties may also agree to develop, in conjunction with one another, Energy products and/or Energy related services to the mutual benefit of industrial and commercial Energy users and the Parties terms and conditions relating to such products and/or services shall be provided in Annexes appended to this Agreement from time to time.

Each Party agrees that the Agreement shall be non-exclusive and shall not in any way hinder or prevent the other Party from entering into a contract with a third party relating to products or services which are the same as or similar to the products or services under this Agreement, except as otherwise agreed.

Duration of Contract

The Agreement shall commence on the last date of signature above (the Effective Date) and shall continue in effect for the Initial Term unless terminated in accordance with the provisions of this Agreement.

Upon completion of the Initial Term either Party may terminate this Agreement upon 3 months’ written notice to the other Party. If no such notice is served the provisions of this Agreement will continue.

This Agreement shall with effect from the Effective Date replace any previous agreement or arrangements between the Parties.

The TPI's Obligations

The TPI agrees to comply always and in all respects with the terms and conditions of this Agreement.

The TPI will not, by any act or omission cause 1ST Energy to be in material breach of any legal or regulatory obligation.

Where a Client identifies itself as a Micro Business Customer or 1ST Energy identifies a Customer as a Micro Business Customer the TPI will use all reasonable steps to comply with the Applicable Principles of Ofgem's Standard of Conduct.

The TPI will disclose its commission to its clients whenever the client requests to disclose the same.

The TPI shall at no time stop 1ST Energy to disclose the TPI’s commission to their client on request of the client.

The TPI shall at all times during the term of this Agreement use all reasonable skill and care in undertaking its obligations under this Agreement and shall undertake its obligations in accordance with Good Industry Practice.

The TPI shall refer all complaints relating to the Energy supply or other 1ST Energy obligations to 1ST Energy.

The TPI shall use its reasonable endeavours to ensure the factual accuracy of any statements made by the TPI, its employees, servants or agents in connection with data provided to 1ST Energy as part of an RFQ or any other data reasonably requested by 1ST Energy in order to provide a quotation; and Quotations or Energy related services provided by 1ST Energy to Clients and/or Customers, and whether by act or omission will ensure that any such statements made by the TPI, its employees, servants or agents are not misleading or deemed to be damaging to the 1ST Energy brand or reputation in any way.

The TPI shall provide contact details to 1ST Energy of individuals and/or teams to represent the TPI in the various aspects of this Agreement.

During this Agreement the TPI shall comply with reasonable requirements from 1ST Energy in relation to 1ST Energy’s health and safety policies and be responsible for the good conduct of its staff.

The TPI shall not subcontract any of the services under this Agreement without prior notification to 1ST Energy.

The TPI warrants and undertakes that:

• it will at all times comply with all applicable English and EU laws and regulations;
• it is not, and shall not for the duration of this Agreement be, the holder of a License;
• it shall obtain and maintain all necessary equipment and communications networks, software, hardware and other facilities necessary to perform its obligations;
• it has full capacity and authority to enter into this Agreement;
• it has successfully registered as an Energy Broker with the Energy Ombudsman’s ADR scheme.

1ST Energy's Obligations

1ST Energy shall provide contact details to the TPI of individual and/or teams to represent 1ST Energy in the various aspects of this Agreement.

1ST Energy shall refer all complaints relating to the TPI services or other TPI obligations to the TPI.

Price Comparison Services

Where the TPI provides price comparison services for its Clients it shall submit an RFQ to 1ST Energy along with appropriate Client authorisation, and indicating the Commission payable in respect of that RFQ. An RFQ shall consist of the following:

Client information:

• Client registered name and address and company registration number (or, where the Client is not a registered company, the head office name and address);
• the date on which supply is required to commence;
• contract duration(s);
• payment terms requested;
• date by which a quotation is required;
• a Valid Letter of Authorisation (in accordance with Annex B "Client Authorisation");
• details of commission to be incorporated into the quotation;
• details of the relationship between the Client and the premises to be supplied.

An electricity RFQ shall consist of the following information in respect of each of the Premises:

• Premises name, address and postcode and all supply numbers;
• distribution network operator;
• supply voltage;
• ASC;
• meter operator and whether customer has a valid MOP contract;
• data collector and whether customer has a valid DC contract;
• for HH meters, at least the last 12 months' historical consumption data;
• any information about future consumption requirements (forecast consumption);
• type of price required (all inclusive or other requirement);
• rate structure required (if not specified 1ST Energy will provide a 2-part STOD tariff).

1ST Energy may request additional information to enable it to provide a quotation and reserves the right to decline to provide a quotation.

1ST Energy shall carry out an assessment of each Client's credit status at any time between RFQ to locking in the client or sending for registration. Where additional information or authorisation is required from the Client, in order to perform such assessment, the TPI agrees to provide all assistance necessary.

Where a Client's credit status is below the standard deemed by 1ST Energy to be acceptable or where it has not been possible to undertake a full credit status assessment, 1ST Energy may decline to quote or may require additional terms and conditions to be met by the Client prior to entering into a supply agreement.

Quotations to Clients shall be in the form of a Proposal. Proposals shall be emailed to the TPI along with all relevant terms and conditions of supply. The TPI shall use the information contained in the Proposal to provide price comparison for supplies of Energy, Energy products and/or Energy related services in line with this Agreement. If the Client would like to accept an offer from 1ST Energy, the TPI shall forward the Proposal to the Client along with the terms and conditions of supply and the Proposal shall be signed by an authorised signatory of the Client and returned to 1ST Energy, unless the conditions stipulated in Clause 6.6 apply.

In the instance that the TPI has power of attorney and would like to accept an offer from 1ST Energy on behalf of the Client, the TPI shall sign the Proposal and return the Proposal to 1ST Energy. The TPI shall notify the Client that an offer has been made.

Prior to accepting an offer on behalf of a Client, the TPI shall use reasonable endeavours to ensure that the Client has, or will at the relevant time, properly terminate any contract the Client has with its existing supplier. In addition the TPI shall make the Client aware of any potential issues that could delay or prevent registration of the Client's premises to 1ST Energy and notify the Client that if registration of the premises to 1ST Energy has, for reasons beyond 1ST Energy's reasonable control, not taken place within two weeks of the contracted supply start date, then 1ST Energy may deem the Client's supply contract with 1ST Energy has been wrongfully terminated and 1ST Energy may charge the Client for any losses or costs incurred by 1ST Energy as a result of such termination.

Provided the Proposal is still valid and has not been withdrawn, 1ST Energy shall counter-sign the Proposal as evidence of acceptance of the Client's offer at which time a legally binding contract shall come into effect between 1ST Energy and the Client. 1ST Energy would confirm the client’s acceptance of the offer by locking, by changing the status to ‘Contract Approved’ on the portal and by sending the relevant MPAN/MPRN for registration thereafter. It is the responsibility of the TPI to confirm with 1ST Energy if the contract has been locked and accepted and thereafter, the TPI shall notify the Client that a legally binding contract has been entered into and notify to the client about the process of Clients account login to 1ST Energy’s portal and also explain about the binding Terms and Conditions of the contract and any other terms and conditions of the supply.

Commission and Payments

If, pursuant to an RFQ, 1ST Energy enters into a supply agreement with a Client, 1ST Energy agrees to collect the commission due to the TPI from that Client as notified to 1ST Energy on the RFQ and pay that commission to the TPI in accordance with Annex "Commission Payments".

If any Party is paid in error for any reason whatsoever and the Parties agree that there has been an error, the relevant Party shall, as soon as reasonably practicable upon receipt of a request for repayment, repay the relevant payment to the other Party.

If on the termination of this Agreement any sums remain due to 1ST Energy from the TPI pursuant to this clause then 1ST Energy shall be entitled to recover such sums as a debt.

All payments made by the Parties under this Agreement unless otherwise stated are exclusive of VAT and other duties or taxes.

After termination of this Agreement 1ST Energy shall continue to collect Commission from Clients that is due to the TPI and remit such payments to the TPI in accordance with the Annex C "Commission Payments". No new supply agreements shall be entered by 1ST Energy pursuant to RFQs issued by the TPI with effect from the termination date.

In the event that a contract with a Client is terminated as a result of a change of tenancy, 1ST Energy will pay commission to the TPI to the date of the change of tenancy.

1ST Energy have the right to set off any overpayments of commission due to the TPI against any commissions to be paid.

1ST Energy have the right to withhold commissions where the information provided is inconsistent with information we receive from the Customer or from any third party.

1ST Energy will not pay commission to the TPI if:

• The TPI ceases to act for the client and fails to provide 1ST Energy with notification of such in writing;
• a signed contract and/or Direct Debit mandate has not been returned to us;
• payment for the supply of gas, electricity or both has not been paid in full for any period relating to the invoice for commission due; or
• we have requested evidence from you that you have the right to act on behalf of or bind the Customer and you fail to deliver satisfactory evidence to us of this.

1ST Energy will not pay commission, and will seek to recover losses incurred including but not limited to the costs of energy supplied, which arise solely from the failure of the TPI to provide correct meter details, to accurately verify the Client details or to obtain valid authorisation from the Client which results in the erroneous transfer of the supply from the former supplier. For the avoidance of doubt, errors and omissions on the part for the Client, would result in the loss of commission only.

Relationship

Nothing in this Agreement shall be so construed as to constitute either Party to be the agent of the other, nor shall it operate so as to create a partnership or joint venture of any kind between the Parties. Each Party shall act hereunder only on an individual basis and shall not, unless otherwise authorised in writing by the other Party, to be authorised to act as agent of the other Party, nor have the power to bind the other Party. No Party shall bind the other Party, or represent to anyone that it has the authority to bind such other Party, or make any other representation about or on behalf of such other Party.

The TPI is not the agent of 1ST Energy and shall not do or have authority to do on behalf of 1ST Energy that could be construed as:

• making a legal offer on behalf of 1ST Energy;
• making, varying or amending any contracts on behalf of 1ST Energy;
• giving any warranties, representations, guarantees or statements on behalf of 1ST Energy;
• pledging the credit of 1ST Energy or otherwise committing 1ST Energy to any legal obligation or liability of any nature.

Intellectual Property

All rights in pre-existing Intellectual Property (including in relation to the 1ST Energy Brand Features and the TPI's Brand Features) shall remain with the owner of such pre-existing Intellectual Property.

The TPI acknowledges that the Intellectual Property rights in all Publication Material passed to it by 1ST Energy pursuant to this Agreement belong to 1ST Energy and remain vested in 1ST Energy, and the TPI shall not seek to register or acquire title to such rights by virtue of this Agreement.

The ownership of all rights in all databases, lists and any other information generated relating to Clients or Customers or the operation of this Agreement shall vest in the party creating such databases, lists and other information.

1ST Energy grants to the TPI with effect from the date of this Agreement a royalty-free non-exclusive license to use 1ST Energy Brand Features in accordance with any instructions and guidelines submitted to the TPI from time to time for the purposes of Publication and performance of obligations under this Agreement but for no other purpose whatsoever. The TPI acknowledges that it shall have no further rights in 1ST Energy’s Brand Features whatsoever.

The TPI shall forward to 1ST Energy any material incorporating 1ST Energy Brand Features which is to be Published in the performance of obligations under this Agreement. No such material shall be used or Published without 1ST Energy's prior written approval, which shall not be unreasonably withheld or delayed. The TPI acknowledges that no Publication Material shall be co-branded with the TPI Brand Features and 1ST Energy Brand Features without the prior written consent of 1ST Energy.

Upon termination of this Agreement, 1ST Energy will revoke the rights to 1ST Energy’s portal login, RFQ and any other confidential material or documents as described in Clause 8 of this agreement. The TPI shall return all documents and comply with all reasonable requests of 1ST Energy to ensure that the 1ST Energy Brand Features and other intellectual property of 1ST Energy are no longer used.

1ST Energy reserves the rights to release new versions to the TPI agreement and upon release of a newer version, 1ST Energy will circulate the revised agreement to the TPI which would be binding and on acceptance of the same would be binding with immediate effect on both the parties. Both the parties reserve rights to terminate the agreement upon non acceptance of revised TPI agreement.

Confidentiality

Neither Party shall at any time during or for a period of five years after the Term of this Agreement disclose or allow to be divulged to any person any Information relating to this Agreement, other than as required to perform their obligations under this Agreement or to comply with the relevant law, to any third party without the prior written consent of the other Party.

Upon termination of this Agreement each party will send back to the other or dispose of within 30 days all advertising or any other documents within its possession or control in any manner relating to the business of the other or referring to it by name.

Neither Party shall make any announcement relating to this Agreement or its subject matter without the prior written approval of the other Party except as required by law or by any legal or regulatory authority.

Data Protection

For the purpose of this agreement both Parties are considered to be Data Controllers in their own right, and Data Processors on behalf of the other Party under the provisions of the GDPR regarding any Personal Data associated with this Agreement.

Both Parties shall ensure that they comply with the Principles set out in the GDPR.

The TPI shall only Process Personal Data for the purpose of this Agreement in line with the purpose set out in Section 2 · Scope.

The TPI shall ensure that it has appropriate technical and organisational measures in place to protect Personal Data Processed as part of this Agreement. The minimum measures that 1ST Energy considers appropriate are set out in Annex A - Data Protection.

The TPI shall provide information to 1ST Energy on the measures undertaken to protect Personal Data in accordance with this Clause 12 and Annex A - Data Protection as and when requested by 1ST Energy.

Access

Where pursuant to or in consequence of performing its obligations under this Agreement either Party gains access to any computer system belonging to the other Party including (without limitation) any software, hardware or firmware, whether directly or remotely then:

• all access shall be strictly limited to that part of the computer system, software, hardware or firmware, (as the case may be) as is required for the proper provision of the Party's obligations under this Agreement;
• the accessing Party shall comply with all security audit and other procedures and requirements notified to it by the other from time to time in relation to such access;
• all information obtained from time to time in consequence of access is deemed to be confidential information and the relevant party shall comply with the provisions of Clause 11 in relation thereto.

The granting Party may remove access if conditions of access are breached.

Where essential for the performance of obligations under this Agreement, a party shall grant or procure the grant of any license, consent or authorisation needed by the other Party to enable that Party to have proper access and use of the relevant system to perform such obligations.

Change Management

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Termination

In the event of either Party committing a material breach of this Agreement, the Party not in breach shall be entitled to notify the occurrence of the relevant breach to the Party in breach as an issue requiring resolution. If the breach is not remedied to the reasonable satisfaction of the injured Party within 10 Working Days of notice being served, this Agreement may be terminated forthwith.

The Parties agree that any breach of Clause 9 or Clause 10 is a fundamental breach and following written notice either Party shall be entitled to terminate this Agreement forthwith.

Either Party may terminate this Agreement immediately on Notice to the other if:

• the other Party convenes a creditors' meeting, or an order is made or effective resolution passed for their winding up;
• a receiver, administrator or trustee for creditors is appointed for all or a major part of its assets of the other Party; or
• the other Party is unable to pay its debts (within the meaning of Section 123(1) of the Insolvency Act 1986) or the other Party threatens or ceases to pay its debts as they fall due.

Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 3 months’ written notice to the other party.

Any termination of this Agreement pursuant to this Clause 14 shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force or any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

Force Majeure

Neither Party shall be liable to the other for failure to fulfil their obligations under this Agreement to the extent that the performance of the affected Party is prevented due to Force Majeure. The affected Party shall notify the other in writing as soon as reasonably practicable of the Force Majeure event and take all reasonable steps to mitigate its effects. A further written notification shall be issued immediately the circumstances of Force Majeure end.

Liabilities

Neither Party limits its liability for death or personal injury arising from its negligence or that of its employees, agents or sub-contractor or for fraud or fraudulent misrepresentation.

Neither Party will be liable to the other for any indirect or consequential loss (both of which include, without limitation, pure economic loss, loss of profit, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) under this Agreement.

Subject to the above, the liability of each party under this Agreement for any damage or direct loss howsoever caused will be limited to £100,000 for each incident or series of incidents.

The TPI shall indemnify 1ST Energy against any fines that may be imposed by the Authority or another regulatory, industry or trade body or recognised association in relation to a breach of any of 1ST Energy's license conditions, codes of practice or guidelines where such a breach, following a reasonable process of investigation by 1ST Energy and the TPI, can be clearly and directly attributed to the TPI or the sales activities of any member of the TPI's staff, unless the TPI is acting as instructed by 1ST Energy or in accordance with the terms and conditions of this Agreement.

In the event that the TPI is able to demonstrate that the Commercial Agents (Council Directive) Regulations 1992 ("Regulations") apply the TPI shall be entitled to an indemnity on the termination of this Agreement for reasons other than a breach of the terms of this Agreement by the TPI, or termination of this Agreement by the TPI. Subject thereto, the TPI shall have no claim against 1ST Energy for compensation for loss of agency rights, loss of goodwill, loss of profit or any other loss.

Miscellaneous

This Agreement forms the entire agreement between the Parties and contains all agreed representations, warranties and undertakings.

Neither Party shall transfer or assign any rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably delayed or withheld.

Any waiver shall be agreed by each Party in writing. A waiver of a specific breach shall not entitle any further breach.

If any provision is declared invalid, unenforceable or illegal by the courts, the remaining provisions of this Agreement shall continue in full force and effect.

Any notice to be given under this Agreement shall be in writing and delivered by hand or sent by facsimile, email, recorded delivery or registered letter to the Notice Address.

If a dispute arises, the Parties shall endeavour in good faith to resolve any dispute by mutual agreement. Either Party may request that the dispute be submitted to the respective senior management of the Parties for resolution (the "Senior Management"). If the Senior Management fail to resolve the dispute within 14 days of the date on which the matter was first submitted to the Senior Management for resolution (or such later time period as they agree), the Parties agree that the courts of England and Wales shall have exclusive jurisdiction in relation to any dispute.

Any person who is not a Party to this Agreement shall not acquire or have any rights under this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

This Agreement shall be interpreted in accordance with English law and references to any statute, statutory provision, statutory instrument, regulation or code include any amendments, extensions or re-enactments. No legal proceedings in respect of this Agreement shall be brought or conducted outside England and Wales.

Annex A - Data Protection

The measures set out below are those that 1ST Energy expects the TPI to have in place as a minimum to demonstrate there are technical and organisational measures in place to protect Personal Data:

The TPI shall provide any and all Personal Data required to be transmitted by it to 1ST Energy pursuant to this Agreement in a format and medium and at times reasonably agreed by the Parties from time to time. The TPI shall obtain all necessary data protection consents required from Customers or prospective Customers to allow the Parties to perform their obligations under this Agreement.

The TPI shall conduct due diligence checks on a regular basis to ensure that its employees, servants and agents are appropriately trained to carry out work in line with this Agreement and are suitable persons to Process Personal Data.

All employees, servants and agents must receive training on the requirements of GDPR and their obligations with regard to Personal Data. This training must be refreshed on an annual basis.

The TPI shall ensure that Personal Data are only downloaded if required in the performance of this Agreement.

The TPI shall ensure that both physical and electronic security measures are in place to ensure Personal Data are not shared where it is not relevant for the purpose of an individual employee's, servant's or agent's role. Any Personal Data that are to be moved or transmitted from one premises or computer system to another should have adequate security measures applied, for example:

• electronic Personal Data must be encrypted using as minimum AES 128 encryption (ideally AES 256) or equivalent;
• paper data must be destroyed confidentially once it is no longer required.

Annex B - Client Authorisation

With each RFQ, the TPI shall provide 1ST Energy with a Valid Letter of Authorisation (LoA) in respect of the Client on whose behalf the RFQ is issued.

A Valid Letter of Authorisation shall:

• be on the Client's headed notepaper;
• show the Client's registered company name and address and the company registration number (or, where the Client is not a registered company, the head office name and address);
• indicate clearly what the TPI is authorised to do on behalf of the Client;
• show the date from which the LoA is effective and/or show the date of issue, which shall not be more than 12 Months from the date of issue of the RFQ;
• provide a list of Premises to which the LoA applies or state that the LoA relates to all Premises either in the RFQ or owned and/or occupied by the Client;
• be signed by an authorised signatory of the Client.

Where a Valid Letter of Authorisation is provided that authorises the TPI to act on behalf of the Client in relation to negotiating energy supply agreements, the Client shall be deemed to have authorised the TPI to request and receive current and historical consumption information, supply numbers and other information necessary to enable 1ST Energy to provide quotations, bespoke prices and related pricing and contract information, and to undertake contract negotiations on the Client's behalf.

If a Client requires the TPI to perform any one or more of the additional services listed below the LoA must specify those services clearly using the same or similar words to those shown below:

• request and receive invoices for validation purposes;
• make payments on behalf of a Client;
• authorise account adjustments;
• request and receive debt information.

If a Client requires the TPI to act as an authorised signatory, enter into supply agreements and authorise variations to contracts on its behalf then the LoA shall clearly state that the TPI has such authority.

In the event that 1ST Energy enters into a supply agreement with a Client pursuant to an RFQ issued by the TPI, the LOA shall be deemed to be effective for the duration of that supply agreement unless expressly stated otherwise or revoked by the Client in writing. In all other cases an LOA shall be deemed to be effective for a period of 12 Months unless otherwise stated.

Annex C - Commission Payments

Each RFQ shall provide details of the commission due to the TPI in respect of that Client.

Commission payable shall be calculated based on our invoice to a Customer. Where Commission has been underpaid or overpaid (for example, where we have estimated consumption and subsequent actual data shows that consumption was over- or under-estimated) we shall adjust the TPI's account accordingly.

Commission payments shall cease when a supply agreement with a Customer ends or is terminated.

So that the client benefits with fair Energy prices, the TPI shall restrict their commission to maximum 2p only.

Prior to any payments being made to the TPI under this Agreement the TPI shall have provided 1ST Energy with payment information. Payment shall be due 30 days from the date of the self-billed invoice, except where alternative payment terms have been agreed with 1ST Energy as part of a previous TPI agreement, in which case such alternative payment term shall prevail.

The TPI authorises 1ST Energy to produce self-billed invoices in respect of Commission due and agrees not to raise VAT invoices in respect of such Commission.

Self-billed invoices will comply with all HM Revenue & Customs self-billing requirements and the requirements of a full VAT invoice.

Each Party shall notify the other immediately if:

• there is a change of VAT registration number, or
• the Party ceases to be registered for VAT or
• the Party sells their business or part of their business.

In the event that an amount is owed to 1ST Energy by the TPI, 1ST Energy shall send the TPI a self-billed debit note and the TPI shall pay the amount of the debit note by cleared fund within 30 days of the date of the self-billed debit note.

Annex D - Applicable Principles of Ofgem's Standard of Conduct

The TPI shall comply with and shall not, by any act or omission, cause 1ST Energy to be non-compliant with Ofgem's Standard of Conduct when dealing with Micro Business Customers. The Applicable Principles of Ofgem's Standard of Conduct are:

Sales Quality

A customer shall not be sold a product or service he or she does not fully understand or that is inappropriate for his/her needs and circumstances.

Complaint Handling

It must be easy for a customer to contact the TPI. Where the customer contacts the TPI in respect of a complaint relating to an 1ST Energy product, service or contract the TPI must inform 1ST Energy immediately, even where the TPI has resolved the issue to the customer's satisfaction.

Complaint Resolution

The TPI must act promptly and courteously to put things right when it has made a mistake.