1      This Agreement:

a)    This agreement is the Metering Agreement between BSG Metering and the Service User (“the Agreement”).

b)       In this Agreement “Party” means BSG Metering Limited registered in England & Wales under company number 13706086 at Royal Quays Business Centre, Newcastle Upon Tyne, NE29 6DE, or the Service User as defined in Section 1 of the Metering Services Agreement (as the case may be) and “Parties” shall be interpreted accordingly.

c)       In this Agreement references to “Sections 1, 2, 3 and 4” are references to those sections on the front page of this Agreement.

d)       On signing this Agreement, the Service User will receive the services and any discounts including discounts offered as part of the Service Users membership as outlined in Section 4 of this Agreement for the term of this Agreement.

e)       This Agreement will commence on the date of signature “commencement Date”.

f)        The Service User will begin making payments in accordance with the agreement on the date provided to the Service User by BSG Metering “Start Date”.

g)       BSG Metering will provide the Service User with a Start Date within 10 working days of the Service Users Commencement Date.

h)       This Agreement will continue in force from the Start Date for the Term as specified in Section 2 (“Initial Fixed Term”).

i)        Provided that, unless not less than 180 days prior written notice of termination is given by either Party to the other, expiring at the end of the Initial Term, this Agreement shall continue in force for a further period of the same Term specified in Section 2 from the date of expiry of the Initial Term (“the Additional Term”), and such Additional Term (and subsequent Additional Terms) shall similarly renew in the manner set out in this clause unless not less than 180 days prior written notice of termination is given by either Party.

2      Metering Service Fees

a)       The payments the Service User are legally obliged to pay relating to this Agreement are set out in Section 3 (“Metering Services”) & will be quoted on request or requirement. These Metering Service Fees apply to the Initial Term and will be replicated for any Additional Terms and are subject to an annual increase of 15%.

b)       The Service User must pay the Fees in accordance with the payment terms set out in Section 3.

c)       BSG Metering will charge the Service User a fee for any cancelled direct debit returned by BSG Metering’s BACS service provider of £50.00 each time a Direct Debit is cancelled or the Service User fail to make at the time the Direct Debit is due (“Cancelled Direct Debit Fee”), to cover BSG Metering’s reasonable administration costs. BSG Metering will have the sole right to waive any Cancelled Direct Debit Fees.

d)       BSG Metering will charge the Service User an additional late payment fee of £40.00 for each payment the Service User fail to make at the time the Direct Debit is due (“Late Fee”), to cover BSG Metering’s reasonable administration and/or recovery costs. BSG Metering will have the sole right to waive any Late Fees.

e)       All amounts in this Agreement are exclusive of VAT, which shall, where applicable, be payable in addition.

3      Payment

a)       All Fees, Late Fees and Cancelled Direct Debit Fees are to be paid by Direct Debit as detailed in Section 3.

b)       All Fees and any Late Fees are to be paid by Direct Debit, unless otherwise agreed.

c)       BSG Metering will notify the Service User of any Late Fees not less than 3 days prior to the Direct Debit being taken.

d)       The Service User must complete a Direct Debit Mandate provided by BSG Metering.

e)       All monies paid by the Service User to BSG Metering pursuant to this Agreement will be non- refundable.

  4      Early Termination

a)       BSG Metering has the sole right to allow the Service User to terminate this Agreement before the end of the Initial Term or any Additional Terms. If BSG Metering permits the Service User to terminate this Agreement before the end of an Initial Term or an Additional Term then the Service User must first pay all outstanding Fees and Late Fees relating to the relevant term to BSG Metering before this Agreement can be terminated.

b)       BSG Metering has the right to terminate this Agreement at any time by giving the Service User not less than 30 calendar days written notice.

c)       If this Agreement is terminated by BSG Metering as per the above clause 4(b) then the Service User will only pay to BSG Metering any Fees and Late Fees outstanding at the date this Agreement is to be terminated.

d)       BSG Metering may terminate this Agreement if the Service User materially breach this Agreement,

e)       If this Agreement is terminated by BSG Metering as per clause4(d) then the Service User will pay all outstanding Fees and Late Fees relating to the relevant term to BSG Metering within 7 calendar days of the notice having been given by BSG Metering.

5       Liability

a)       BSG Metering is not liable for any losses incurred by the Service User in relation to this Agreement.

b)       Nothing in this Agreement shall operate to exclude or limit either Party’s liability for: (1) death or personal injury caused by its negligence; (2) fraud; (3) wilful misconduct; and/or (4) any other liability which cannot be excluded or limited under applicable law.

c)       BSG Metering is not liable for any injuries sustained whilst using any product or their services.

d)       Notwithstanding any other provision of this Agreement, the aggregate liability of the Party, its respective directors and employees, whether in contract, tort or otherwise, shall in no circumstances whatsoever (but to the extent allowed by law) exceed the Fees paid by the Service User to BSG Metering. Neither Party shall be liable to the other Party or any third party for indirect or incidental losses and without limitation generally, to the foregoing, for any special consequential, exemplary or punitive damages, economic loss or failure to realise expected profits, savings or other benefits, regardless whether such damages where foreseeable and whether or not a party has been advised of the possibility of such damages.

e)       BSG Metering is not responsible for anything outside their control.

f)        This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter. Each of the Parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a Party for fraud.

6      Data

a)       The Service User herby grant BSG Metering authority to use any data provided by the Service User to BSG Metering, for the provision of services by BSG Metering to the Service User and for BSG Metering to fulfil its obligations within this Agreement

b)       BSG Metering commits that all personal data will be collected, processed, and held in accordance with all applicable data protection legislation including the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any codes of practice or other guidance issued from time to time relating to the processing of personal data.

c)       The Parties further agree that all personal information they may each use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and that they will each comply at all times with their respective obligations under GDPR.

d)       By signing this Agreement, the Service User herby agree that all personal data will be used in accordance with the BSG Metering Data Usage Policy, which can be found on the BSG Metering website www.bsgmetering.co.uk/agreement-terms-and-conditions

e)       BSG Metering may contact the Service User to inform the Service User about other products or services BSG Metering provide.

7      Confidentiality

a) The Parties agree to keep all Confidential Information in relation to the business of the other confidential during and after the term of this Agreement. This Clause 7 will not apply to:

I.         any information which has been published or is in the public domain other than through a breach of this Agreement;

II.         information in the possession of the recipient party before the disclosure under this Agreement took place;

III.         information obtained from a third party who is free to disclose it;

IV.         information which a Party is required by law to disclose.

8     Non-Circumvention

Both Parties hereby irrevocably agree not to circumvent or attempt to circumvent the provisions of this Agreement, including but not limited to those provisions regarding the calculation and payment of the Fees, and affirm that in every case that they will act with the highest standards of ethics in their dealings with each other.

9      Nature of Agreement

a)       This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party.

b)       This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

c)       Each party agrees that all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

d)       No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

e)       If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

f)       If BSG Metering do not insist immediately that the Service User do anything the Service User are obligated to do under this Agreement, or if BSG delay in taking steps against the Service User in respect of You breaching this Agreement, then BSG can still enforce the terms set out in this Agreement at any time.

g)       A person who is not Party to this Agreement may not enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999. The Parties may rescind or change any term of this Agreement without the consent of a person who is not Party to this Agreement

10     Notices and Service

a)       Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:

i.     delivering it by hand;

ii.     sending it by pre-paid registered post; or

iii.     sending it by email, facsimile transmission or comparable means of communication to the other party at the address given in Sub-clause 9(d).

b)       Any notice or information given by post in the manner provided by Sub-clause 9(a)(i) which is not returned to the sender as undelivered shall be deemed to have been given on the day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

c)       Any notice or information sent by email or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Sub-clause 9(a)(ii) to the other party at the address given in Sub-clause 9(d) within 24 hours after transmission.

d)       Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

11     Jurisdiction

a)       This Agreement shall be governed and construed in accordance with the Laws of England and Wales.

b)       In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of the parties irrevocably submits to the exclusive jurisdiction of the English and Welsh courts and waives any objection to proceedings in such courts

On signing this Agreement the Service User agree that the information given by the Service User or anyone on behalf of the Service User to BSG relating to this Agreement is correct and accurate and that any person signing this Agreement on behalf of the Service User has the authority of the Service User to sign this Agreement and that they are at least 18 years old.