Terms & Conditions

1.            CONTRACT

 

1.1.      For the purposes of this Contract you confirm that any Premises to be provided Services are Eligible Premises and you own or occupy these Premises.

 

1.2.      You confirm that:

 

1.2.1.   you have all necessary authority, power and capacity to enter into and perform this Contract; and

 

1.2.2.   all necessary actions have been taken by you to enter into this Contract properly and lawfully.

 

1.3.      If there is a conflict between any of the terms of the Contract, the following order of priority applies:

 

1.3.1.   First: the Contract Supply Schedule;

 

1.3.2.   Second: these Terms and Conditions; and

 

1.3.3.   Third: the Service Standards.

 

1.4.      You will comply with all laws, permits, authorisations and consents which are applicable to your receipt of the Services.

 

1.5.      Nothing in this Contract prevents a Party to it from acting in accordance with any law of England and Wales.

 

2.            TERM

 

2.1.      This Contract commences:

 

2.1.1.   on the date we accept your signed Contract Supply Schedule; or

 

2.1.2.   if you arranged the Contract over the phone or through our website, the date on which this acceptance is communicated by you and accepted by us.

 

The date referred to at Clauses 2.1.1 or 2.1.2 is known as the Contract Date.

 

2.2.      The Services for each Premises will commence on the Start Date. If the Start Date is not stated in the Contract Supply Schedule, we will write to you confirming the Start Date for each Premises once it has occurred.

 

2.3.      This Contract shall continue for the period set out in the Contract Supply Schedule (unless this Contract is terminated early in accordance with Clause 14). Unless you ask us to stop providing Services, or switch to another supplier, we will continue to provide Services to you after the End Date and you agree to pay Charges for the supply of these Services.

 

2.4.      We will review the terms of the Contract in line with any process set out in the Contract Supply Schedule or as stated at any other part of the Contract (for example, under Clause 17 of these Standard Terms).

 

3.            SERVICE

 

3.1.      We will provide the Services to you at the Premises listed in the Contract Supply Schedule from the Start Date, or any later date on which we are able to complete the switching process. You will provide the information we need in order for us to successfully complete the switching process.

 

3.2.      You agree to provide us, the Wholesaler and any authorised employees, subcontractors or agents of us and/or the Wholesaler with:

 

3.2.1.   safe and unobstructed access, at all reasonable times, in order for us to provide the Services to you at the Premises; and

 

3.2.2.   any information that we reasonably require in order to provide Services to you.

 

3.3.      Where we have been notified by the Wholesaler that the supply of water to the Premises will be temporarily or permanently increased or reduced, we will notify you as soon as possible of the anticipated interruption in supply and the reason(s) for this interruption.

 

3.4.      If the supply of water to the Premises is interrupted without you having received a notice from us under Clause 3.3, you should contact the Wholesaler. If such an unplanned interruption occurs, we may require you to reduce your demand for water or reliance on the sewerage system (as appropriate) and you will comply with this requirement.

 

3.5.      If you anticipate that your demand for the Services will significantly increase or decrease, you should contact us immediately and provide us with the details of this anticipated change.

 

3.6.      Where we have been provided with information by the Wholesaler relating to public health matters, we will notify you of this information as soon as reasonably practicable.

 

3.7.      In addition to the Services provided, we can also provide a range of Value Add Services. If you choose to receive any of these Value Add Services, they will be set out in the Contract Supply Schedule and Charges applied accordingly.

 

4.            CHARGES

 

4.1.      In consideration for the provision of the Services and any Value Add Services, you agree to pay all Charges from the Start Date. Charges will accrue under this Contract until it has been validly terminated. Details about your tariff can be found in the Contract Supply Schedule.

 

4.2.      Our Charges will be reviewed periodically on the basis described in the Contract Supply Schedule and under this Clause 4 and Clause 17 of these Standard Terms.

 

4.3.      We may vary our Charges at any time if the charges levied on us by the Wholesaler change. However, if you are a customer still within a Fixed Term Period in your Contract, we may not vary our Charges during this Fixed Term Period.

 

4.4.      We will publish details of any changes to our Charges on our website, before the changes take effect, and we will also provide you with notice of any such changes, including the date when the amended Charges will take effect. If the Contract Supply Schedule features Charges that are specific to you, we will only provide such notice of any changes to these Charges to you directly.

 

4.5.      We may review our Charges at any time if any information provided by you to us, and used in calculating the Charges, is untrue, incomplete or inaccurate.

 

4.6.      In addition to the Charges, you will reimburse us for our reasonable costs, expenses, charges, losses and liabilities if you fail to comply with your obligations under the Contract. This includes our recovery of unpaid Charges, any costs associated with disconnection/reconnection of Premises, your failure to keep appointments, your failure to provide access and your damage to, and/or tampering with, metering equipment. Details of such charges can be found on our website.

 

4.7.      Wholesalers may request one- off charges from us for activities carried out by them in relation to the Services provided to you. You agree that you will reimburse us for any such charges where requested, plus an appropriate administration charge applied by us.

 

4.8.      If you are entitled to any payment or discount under any statutory scheme, and where we are required to process this application, you may submit an application to us to adjust our Charges, with relevant and recent information, to allow any adjustment to be calculated. If we are not required to process your application (for example, where you apply directly to your Wholesaler), we shall advise you of this.

 

4.9.      All amounts payable under this Contract are expressed to be exclusive of any applicable value added tax. Value added tax may therefore be payable (at the appropriate rate for you) under this Contract.

 

5.            INVOICING AND PAYMENT

 

5.1.      We are entitled to issue you with invoices detailing the Charge for the Services and any other sums due under this Contract. The frequency of these invoices will be as stated in the Contract Supply Schedule.

 

5.2.      Payments will be made by you for the amounts that we specify on the invoice. You shall pay using the method of payment agreed within the Contract Supply Schedule. In addition, you should provide details of the United Kingdom bank account that you wish any payments due from us to be paid to you.

 

5.3.      If you make payment by Direct Debit, we will be entitled, every month or over longer periods, to change the amount you owe to reflect the value of the amounts we have invoiced you for under the Contract.

 

5.4.      Unless otherwise specified in the Contract Supply Schedule, each invoice should be paid by you within fourteen (14) days of the date of the invoice and you agree to pay the Charges and/or additional costs as shown on the invoice without deduction, withholding, set-off or counterclaim.

 

5.5.      We reserve the right to charge you interest on any Charges and/or additional costs that remain unpaid on the due date for payment, pursuant to Clause 5.4, from that date at the annual rate of 4% above the base lending rate of The Bank of England, until payment is made.

 

5.6.      If payment is not made by the due date, pursuant to Clause 5.4, we may serve notice on you requiring payment within seven (7) days. If payment is still not made by the end of that period, we reserve the right to stop providing the Services and disconnect your water supply in accordance with Clause 12.2.4.

 

5.7.      We may trace your whereabouts and recover debts from you if you have received Services from us but have not made payments for those Services on the due date for payment.

 

5.8.      You may raise a dispute in relation to any invoice, using the disputes process in Clause15. Should you raise a dispute, you may withhold no more than 25% of the disputed charge pending the resolution of the dispute.

 

5.9.      In the event that the amounts invoiced to you are incorrect for any reason that may be determined by us, we may send further invoices to you in order to recover the amounts which should have been due, up to a maximum of sixteen (16) months after the amounts became due.

 

6.            CREDIT SUPPORT

 

6.1.      At any time (including prior to the Start Date) we may require that you provide a means of Credit Support of a type, and of an amount, which we determine is satisfactory. This Credit Support can be used by us to pay any amounts outstanding to us (including any Charges) under the Contract.

 

6.2.      If we require you to put Credit Support in place prior to the Start Date, we will not begin to provide the Services to you until this Credit Support has been provided.

 

6.3.      If we require you to put Credit Support in place on or after the Start Date, the Credit Support must be provided within fourteen (14) days.

 

6.4.      We reserve the right to ask the provider of the Credit Support to provide written proof of funds in a form satisfactory to us.

 

6.5.      The Credit Support may be replaced by you, or we may require the Credit Support to be replaced, at any point during the term of this Contract. Any replacement Credit Support must be satisfactory to us.

 

7.            QUALITY AND STANDARDS

 

7.1.      We are authorised to provide Services under the terms of our licences issued by Ofwat. We shall provide Services as set out in the Contract Supply Schedule with reasonable care and in line with all Applicable Laws.

 

7.2.      The minimum standard of the Service that we provide to you is guaranteed by our Service Standards. If we fail to meet these standards, we will pay compensation to you to the extent that we are required to do so. These Service Standards (and compensation rules) are available on our website at www.wave-utilities.co.uk.

 

8.            METERING

 

8.1.      You agree to provide us, the Wholesaler and any authorised employees, subcontractors or agents of us and/or the Wholesaler with safe and unobstructed access, at all reasonable times, to the meter installed for your Premises.

 

8.2.      If any operations or meter services require to be carried out on the meter installed for your Premises, you agree that us, the Wholesaler and any authorised employees, subcontractors or agents of us and/or the Wholesaler will have consent to carry out any physical works required to the meter. We shall endeavour to give you reasonable notice prior to carrying out any operations or meter services where applicable.

 

8.3.      In order to provide you with at least one accurate invoice per year, your meter will require to be read either by you, or by (or on behalf of) us. In addition to this, we (or a party contracted by us) will read your meter at the frequency stated in the Contract Supply Schedule and you consent to your meter being read in this way.

 

8.4.      Please give advance notice of any device(s) you are considering fitting to any metering equipment. It is a legal requirement that you do not fit any device(s) to any metering equipment without the consent of the Wholesaler. Once you contact us we will assist you in obtaining the Wholesaler’s consent.

 

8.5.      You should not intentionally or recklessly damage or interfere with the meter for your Premises. Interfering with your meter includes (but is not limited to) tampering with it in order to prevent the meter from showing the volume of water supplied, or sewage discharged from, the Premises. If you breach this Clause 8.5 you will be liable for any loss caused as set out in Clause 4.6.

 

9.            CONFIDENTIALITY

 

9.1.      Except as permitted by this Contract, or required by law or any governmental or

Regulatory Body, each Party undertakes to the other that it will not:

 

9.1.1.   disclose any Confidential Information to any person except with the prior written consent of the other Party;

 

9.1.2.   use any Confidential Information for its own purposes or for any purposes other than the purpose of this Contract; or

 

9.1.3.   cause or permit any unauthorised disclosure of any Confidential Information.

 

9.2.      We may disclose your Confidential Information to the Wholesaler or any Regulatory Body or otherwise in order to comply with any Applicable Laws, including without limitation any laws relating to public access to information, or as required by (a) any order of any court or tribunal or (b) the rules of any listing authority or stock exchange on which our shares, or the shares of one of our Affiliates, are listed.

 

9.3.      The provisions of Clauses 9.1.1 to 9.2 will continue to apply for 2 years after termination of this contract.

 

10.       DATA PROTECTION

 

10.1.    Clause 10 together with our Privacy Policy, available at www.wave-utilities.co.uk, (as amended from time to time) set out the basis on which we will use, process and disclose any Personal Data (as defined in the Data Protection Legislation) that is provided by you to us or is otherwise collected by us in connection with this Contract and/or the provision of the Services. Please note that you will be responsible for ensuring that you have obtained from your employees, officers, agents, partners and other representatives all consents and that you have all legal authorisations that are required for us to process their Personal Data (which may include, without limitation, Sensitive Data) in order to perform our obligations and to exercise our rights under the Contract. Personal data that you provide to us is referred to as your Personal Data.

10.2.    We (and any of our Affiliates) may use, process and disclose your Personal Data in accordance with our Privacy Policy and also for the following purposes:

 

10.2.1. to create, defend or enforce legal and/or contractual rights, including in connection with any legal proceedings; and/or

 

10.2.2. to promote and/or protect the health and safety of the public (including in an emergency situation) or in the interests of national security.

 

10.3.    We may share your Personal Data with any of our Affiliates and with any of their respective officers and employees. In addition, we may share your Personal Data in accordance with our Privacy Policy and also:

 

10.3.1. With the Wholesaler and/or any other person that is engaged by the Wholesaler in connection with the provision of the Services to you;

 

10.3.2. With Market Operator Services Limited, the company whose functions include facilitating the choice of supplier for non-household customers;

 

10.3.3. With any buyer or potential buyer of all or any part of our business, assets and/or shares; and/or

 

10.3.4. our professional advisors.

 

10.4     The parties acknowledge that for the purpose of the Data Protection Legislation, you are the data controller and we are the data processor (where data controller and data processor have the terms as defined in Data Protection Legislation).

The table below sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of Personal Data and categories of Data Subject (as defined in the Data Protection Legislation)

Nature of Processing	The subject matter and nature of the processing of Personal Data are in relation to the supply of water and sewerage services (and any associated services including but not limited to energy or value added services) during the term of this Scheme. The purpose of the processing of personal data is to enable us to fulfil our contractual obligations.
Duration of Processing	During the term of this Contract
Types of Personal Data	Name, address, email address, job title and telephone numbers of individuals
Categories of Data Subject	You, where you are a sole trader; or Your directors, officers, partners, employees, consultants and representatives (as applicable).

 

10.5     Without prejudice to the generality of clauses 10.1-10.4, we shall in relation to any Personal Data processed in connection with the performance of our obligations under this Contract:

10.5.1  process that Personal Data only on your written instructions unless we are required by applicable laws to otherwise process that Personal Data;

10.5.2  ensure that we have in place technical and organisational measures to protect against (i) unauthorised or unlawful processing of Personal Data and (ii) against accidental loss or destruction of, or damage to, Personal Data. These measures shall be proportionate to the harm that might result from the unauthorised or unlawful processing or accidental loss or destruction of, or damage to the Personal Data, and we shall have regard to technological development and the cost of implementing any measures. Those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

10.5.3  ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

10.5.4  not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled: (i) appropriate safeguards have been provided in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) we provide an adequate level of protection to any Personal Data that is transferred; and (iv) we comply with any reasonable instructions notified in advance by you in connection with the processing of the Personal Data;

10.5.5  provide assistance to you (at your cost) in respect of any request from a Data Subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

10.5.6  notify you without undue delay in the event of a Personal Data breach;

10.5.7  at your written direction, delete or return Personal Data and copies thereof to you on termination of the Contract unless required by applicable law to store the Personal Data;

10.5.8  maintain complete and accurate records and information to demonstrate our compliance with this clause 10, and allow for audits by you or your designated auditor; and

10.5.9 if we engage a sub-contractor for the carrying out of processing activities on our behalf, we will ensure that the same data protection obligations are imposed on the sub-contractor by way of a written and legally binding contract, in particular with regard to providing sufficient guarantees to implement technical and organisational measures. We shall remain fully liable to you for the performance of the sub-contractor’s obligations.

10.6     We may monitor and/or record our communications with you (including phone conversations and emails) for training purposes, to confirm your identity, to ensure security, to monitor quality assurance and compliance and/ or to help detect and prevent fraud and/or money laundering.

 

11.          ADDITION OR REMOVAL OF PREMISES

 

11.1.    The list of Premises receiving Services shall be listed in your Contract Supply Schedule. If you would like to add any further Premises to receive Services, you should do this by writing to us to request the additional Premises be added to your Contract Supply

Schedule. We will advise you of any information you will need to provide to support your request.

 

11.2.    We will assess your request as soon as reasonably possible. Following acceptance of your request, we will initiate the process of adding the premises to the Contract. We will advise you as soon as possible of the Start Date for providing Services to the Premises and any revisions to your Contract including our Charges. If there are any reasons that might prevent us from accepting your request, we will contact you to explain this.

 

11.3.    If you wish any, or all of, the Premises to stop receiving Services under this Contract, you should give us reasonable notice in writing, together with any further information that is reasonably requested by us. We will endeavour to remove the Premises from receiving Services under this Contract within twenty (20) Business Days of receiving your notice and provide any revisions to your Contract including our Charges.

 

11.4.    In the event that you have any outstanding debts under this Contract, we may object to the removal of those Premises from this Contract. If the removal of those Premises goes ahead despite our objection, any sums that have accrued under this Contract will still be payable by you to us together with any reasonable expenses incurred by us pursuant to Clause 4.6.

 

11.5.    The addition or removal of premises may require amendments to be made to the Contract Supply Schedule, including a variation of the Charge. We will advise you of any such anticipated amendment before initiating the process under Clause 11.2 or 11.3 (as appropriate).

 

11.6.    On completion of the addition or removal of premises under this Clause 11, an updated version of the Contract Supply Schedule will be issued to you by us.

 

11.7.    The processes outlined in this Clause 11 are relevant to the addition and/or removal of Premises to your Contract. The Contract and any obligations under it shall remain in force unless and until the Contract is terminated under Clause 14.

 

12.          DISCONNECTION

 

12.1.    In the event that any of the scenarios in Clause 12.2 arise, we will contact you as soon as reasonably possible if we intend to stop providing the Services and disconnect your water supply and explain to you the reasons that we are doing so.

 

12.2.    We reserve the right to stop providing the Services and disconnect your water supply at any, or all, of the Premises, if:

 

12.2.1. requested by you because any, or all, of the Premises no longer require any water and/or sewerage services (as appropriate). If you wish to request a disconnection, you should provide us with twenty (20) Business Days’ notice and pay all associated costs for the disconnection;

 

12.2.2. you make illegal use of the water services, such as theft by bypassing or interfering with a meter, or making an unauthorised connection to the main;

 

12.2.3. you are in breach of any legislation, including the Water Industry Act 1991 and any regulations made pursuant to, or consents issued under, that legislation;

 

12.2.4. payment of the Charges is not made following notice in line with Clause 5.6;

 

12.2.5. disconnection is required in order to perform works on the network; or

 

12.2.6. disconnection is required in order to prevent contamination.

 

12.3.    We shall not be entitled to disconnect your supply if your Premises are of a type set out at Schedule 4A of the Water Industry Act 1991.

 

12.4.    In addition to the disconnection rights within this Clause 12, we also reserve the right to terminate your Contract in line with the terms of Clause 14.

 

12.5.    You may be required to reimburse us for any costs associated with the disconnection or reconnection of Premises under this Clause 12, in line with the terms of Clause 4.6.

13.          LIMITATION OF LIABILITY

 

13.1.    Subject to Clauses 7.2, 13.2 and 13.3, each Party’s total liability in contract, tort (including negligence and breach of statutory duty), misrepresentation or otherwise in relation to the Contract is limited to fifty thousand pounds (£50,000), or to the amount stated in the Contract Supply Schedule, if a different liability limit has been agreed.

 

13.2.    Subject to Clause 13.3, each Party is liable to the other for any direct losses arising as a natural and direct consequence of that Party’s breach and which were reasonably foreseeable as likely to occur at the time this Contract was entered into. Subject to Clause 13.3 neither Party is liable to the other Party for any consequential or indirect loss.

 

13.3.   Nothing in the Contract will exclude or limit either Party’s liability:

 

13.3.1. in respect of their payment obligations hereunder; or

 

13.3.2. for fraud, death or personal injury caused by its negligence or any other liability that may not be excluded or limited as a matter of law in England and Wales.

 

14.          TERMINATION

 

14.1.    We may terminate this Contract immediately by notice if:

 

14.1.1. you are in material breach of your obligations under this Contract;

 

14.1.2. where the breach is capable of remedy, you fail to remedy such breach after the service of a notice from us specifying the breach and requiring it to be remedied within the time specified in the notice;

 

14.1.3. following a final notice for payment of an outstanding Charge, you fail to make the payment in the time specified in the final notice;

 

14.1.4. you are subject to an Insolvency Event;

 

14.1.5. any Credit Support required under Clause 6 has not been provided by you; or

 

14.1.6. any Credit Support provided by you fails or is not maintained to our satisfaction and is not replaced within seven (7) Business Days of receiving notice from us directing you to replace the Credit Support.

 

14.2.    This Contract may be terminated by you, immediately by notice, if:

 

14.2.1. we are in material breach of our obligations under this Contract;

 

14.2.2. where the breach is capable of remedy, we fail to remedy such breach after the service of a notice from us specifying the breach and requiring it to be remedied within the time specified in the notice;

 

14.2.3. we are subject to an Insolvency Event;

 

14.3.    This Contract may be terminated by you, on serving thirty (30) days’ prior notice if the Fixed Term Period of your Contract has lapsed. If you request termination while still within the Fixed Term Period, you may be liable for Charges relating for the outstanding duration of the Fixed Term Period as stated in the Contract Supply Schedule.

 

14.4     On termination of the Contract for any reason, you will immediately pay any outstanding unpaid invoices and interest due to us. We may submit invoices for any services we have supplied but not yet invoices.  You must pay these invoices immediately once you receive them.

 

14.5.    Each Party’s further rights and obligations will cease immediately on termination, except Clauses 1.5, 2.3, 4, 5, 6.1, 8.2, 9, 13, 14.4, 14.5, 14.6, 15.4, 18, 19 and 20 which will remain in full force and effect after termination of this Contract.

 

14.6.    Termination of the Contract will not affect the rights, duties and liabilities of the Parties that accrued prior to termination.

 

15.          ASSIGNMENT AND THIRD PARTY RIGHTS

 

15.1.    You may not assign, charge, sub-contract or otherwise transfer the Contract, without our prior written consent (such consent not to be unreasonably withheld or delayed).

 

15.2.    We may assign, charge, or otherwise transfer this Contract to anyone who is authorised to provide the Services without your prior written consent. If this happens, we will provide prompt notice of the same to you.

 

15.3.    We may sub-contract any of our obligations under this Contract without your prior written consent.

 

15.4.    Except as otherwise stated the Parties to this Contract do not intend that any of its terms will be enforceable as a third party right by any person not a party to it.

 

16.          DISPUTES

 

16.1.    We may have agreed a method for dispute resolution with you in the Contract Supply Schedule. If this is the case, the provisions in that schedule take precedence over this Clause 16.

 

16.2.    Any complaints or disputes shall be initially dealt with in the first instance using our standard complaints handling process, details of which are available on our website (www.wave-utilities.co.uk).

 

16.3.    If, after following our standard complaints procedure under Clause 16.2, you are still unsatisfied with the outcome of your complaint and wish advice regarding your Services or to make a complaint, you may choose to contact the Consumer Council for Water (CCWater). Any complaint made through the CCWater may be referred to the Water Redress Scheme (WATRS) for determination. Further information can be found at http://www.ccwater.org.uk/ and https://www.watrs.org/.

 

17.          REVIEW AND VARIATION

 

17.1.    We will conduct periodic reviews and may vary the terms of this Contract on the basis set out in the Contract Supply Schedule and these Standard Terms.

 

17.2.    We may be required to update this Contract in order to comply with changes to any Applicable Laws or our interpretation of them, or under the direction of a Regulatory Body. In such cases, any variations to the contract shall be effective from the date that the change in Applicable Laws takes effect, or on a date we otherwise specify.

 

17.3.    In circumstances not mentioned in Clause 17.1 or 17.2 where we propose to vary the terms of the Contract we shall give you thirty (30) days’ notice of the proposed variation. You will be able to terminate or accept the Contract by giving notice to us within this period. Unless otherwise stated in the Contract Supply Schedule, if you provide no notice within this period you will have been deemed to have accepted the renewed Contract.

 

18.          NOTICE

 

18.1.    Any notice, demand or communication in connection with this Contract should be delivered:

 

18.1.1. by hand or sent by first class pre-paid post, guaranteed next day delivery, to the recipient's registered office as set out in the Contract Supply Schedule, or to any other address which the recipient has notified in writing to the sender not less than seven (7) Business Days before the notice is despatched; or

 

18.1.2. by email, which contains in the subject heading the words “CONTRACT NOTICE”, to the recipient’s email address as set out in the Contract Supply Schedule; or

 

18.1.3. by fax, to the recipient’s fax number in the Contract Supply Schedule.

 

18.2.    The notice, demand or communication is deemed given:

 

18.2.1. if delivered by hand, at the time of delivery; or

 

18.2.2. if sent by first class pre-paid post, guaranteed next day delivery, on the next Business Day after posting it; or

 

18.2.3. if sent by email, at the time of transmission of the email together with a receipt of successful delivery; or

 

18.2.4. if sent by fax, at the time of transmission together with a receipt of successful transmission provided that, if it is delivered on a day which is not a Business Day or after 4pm on any Business Day, it will be deemed to have been given or made on the next Business Day.

 

18.3.    Clauses 18.1.2, 18.1.3, 18.2.3 and 18.2.4 (service by email or fax) shall not apply to the service by you on us, of any proceedings or other documents in any legal action.

 

19.          FORCE MAJEURE

 

19.1.    Neither Party will be in breach of this Contract, nor liable for any failure or delay in performance of any of its obligations for any, or all of, the Premises (other than the obligation to make payment of Charges due) under this Contract caused by a Force Majeure Event, provided that:

 

19.1.1. it notifies the other Party in writing within seven (7) Business Days, of the nature and extent of the Force Majeure Event causing its failure or delay in performance;

 

19.1.2. it could not have avoided the effect of the Force Majeure Event by taking precautions which it ought reasonably to have taken, but did not;

 

19.1.3. it has used reasonable endeavours to mitigate the effect of the Force Majeure Event; and

 

19.1.4. we will continue to provide the Services to any Premises that are not affected by the Force Majeure Event.

 

20.          GENERAL

 

20.1.    This Contract constitutes the entire agreement between the Parties and replaces any previous agreement, understanding or arrangement of any nature between the Parties relating to the subject matter of this Contract. Each of the Parties confirms that in entering into this Contract it has not relied on, and will have no remedy in equity, contract, tort or otherwise in respect of, any representation other than as set out expressly in this Contract.

 

20.2.    We act solely on our own account and do not incur any liability on behalf of, nor are we the agent of, the Wholesaler. We are not entitled to, nor have we sought to, bind the Wholesaler in any way.

 

20.3.    If any Clause or part of this Contract is found to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Contract and this will not affect any of the other provisions of this Contract which will remain in full force and effect.

 

20.4.    Any waiver of any breach of, or default under, this Contract will only be effective if made in writing and will not be deemed to be a waiver of any subsequent breach or default of this Contract. Any failure or delay on the part of any Party to exercise any right or remedy conferred under this Contract or otherwise will not in any circumstance operate as a waiver, and any single or partial exercise of any right or remedy will not preclude or restrict the further exercise of any such right or remedy.

 

20.5.    This Contract and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with English law. The Parties submit to the exclusive jurisdiction of the English courts in respect of any claim or matter arising from or in connection with this Contract.

 

21.          GLOSSARY

 

In this Contract the following expressions have the following meanings:

1991 Act	Means the Water Industry Act 1991.
Affiliate	A company which, in relation to another company, is (a) its
	subsidiary or holding company or (b) a subsidiary of any such
	holding company, and for the purposes of this definition
	"company" includes any body corporate, wherever incorporated,
	and "subsidiary" and "holding company" has the meanings given
	to them in section 1159 of the Companies Act 2006.
Applicable Law(s)	Means
	(a) Any and all applicable laws, statutes, orders, rules,
	regulations, directives, edicts, bye-laws, schemes,
	warrants, other instruments made under any statute, any
	exercises of the royal prerogative and mandatory
	guidelines which have legal effect, whether local,
	national, international or otherwise existing from time to
	time, together with any other similar instrument or provision
	having legal effect or any binding decisions or judgments
	of a court or Regulatory Body (except to the extent that
	the Wholesaler or Supplier is unable to comply with such
	judgment during the process of any relevant appeal) in the
	relevant circumstances; and
	(b) any relevant industry codes, policies, guidance, standards,
	licences or directions issued by a Regulatory Body that are
	in force from time to time and which have an influence on
	the Services that we provide to you.
Business Day	Any day which is not a Saturday, a Sunday or a public holiday on
	which banks in London are open for normal banking business.
Charge	The charge levied by us for the provision of Services and Value
	Add Services in accordance with the relevant section in the
	Contract Supply Schedule.
Code	The wholesale-retail code issued by the Water Services Regulation
	Authority, known as Ofwat, under sections 66DA and 117F of the
	Water Industry Act 1991.
Confidential Information	All information not publicly known, used in or otherwise relating to
	the relevant Party’s business, customers, or financial or other
	affairs, (in whatever form that may take) obtained by a Party as a
	result of negotiating and entering into or performing this Contract
	whether or not labelled or designated as confidential but
	excluding Personal Data.
Contract	This contract, comprising the Contract Supply Schedule and the
	Standard Terms, and any other information relied on by these
	documents.
Contract Date	The date where the Contract is accepted by us, defined at Clause
	2.1.
Contract Supply Schedule	The document that is agreed and signed by you and us and which
	incorporates these Standard Terms by reference.
CRA	Means a licensed credit reference agency.
Credit Support	A cash deposit, letter of credit, guarantee, performance bond
	and/or escrow arrangement.
Data Protection Legislation	The Data Protection Act 1998, the Privacy and Electronic
	Communications (EC Directive) Regulations 2003 (SI 2426/2003)
	and the General Data Protection Regulation (2016/679/EC).
Disputing Party	The Party that wishes to commence a dispute under Clause 15.3.
Eligible Premises	Means any non-household premises.
End Date	The End Date specified in the Contract Supply Schedule.
Fixed Term Period	The period between the Contract Date and the End Date as
	specified in the Contract Supply Schedule.
Force Majeure Event	Acts, events, omissions or accidents beyond a Party’s reasonable
	control.
FPA	Means a licensed fraud prevention agency.
Insolvency Event	Any form of bankruptcy, winding up, dissolution, administration,
	administrative or other receivership, moratorium, insolvency
	proceedings, voluntary or other arrangements with creditors,
	enforcement of security, legal process, distress or repossession or
	anything similar outside England and Wales.
Micro-business	A non- household customer where the number of employees is less
	than ten (10. We will identify you as a Micro-business (if applicable)
	within the Contract Supply Schedule.
Ofwat	The Water Services Regulation Authority (Ofwat), the economic
	regulator of the water industry in England and Wales.
Our Website	Any reference to our website should be read as a reference to
	www.wave-utilities.co.uk
Party, Parties	A party to this Contract being either, or both, of you and us.
Personal Data	Has the meaning in the Data Protection Legislation.
Privacy Policy	Our  standard  policy  for  dealing  with  your  personal  and
	Confidential Information, available on our website.
Premises	The site or sites listed in the Contract Supply Schedule.
Regulatory Body	Means any government departments and regulatory, statutory
	and other entities, committees and bodies which, whether under
	statute, rules, regulations, codes of practice or otherwise, are
	entitled to regulate, investigate, or influence the matters dealt with
	in this Contract or any of our affairs. This includes, without limitation:
	·  The Water Services Regulation Authority (Ofwat)
	·  Market Operator Services Limited (MOSL)
	·  Competition and Markets Authority (CMA)
	·  Environment Agency (EA)
	·  Drinking Water Inspectorate (DWI)
	·  Health and Safety Executive (HSE)
	·  Department for the Environment, Food and Rural Affairs
	(DEFRA)
Sensitive Data	Means sensitive personal data as defined in the Data Protection
	Act 1998 or the special categories of data referred to in Article 9
	of the General Data Protection Regulation.
Services	Means  water  services  and/or  sewerage  services  and  all
	operational services - See the Contract Supply Schedule.
Service Standards	Our Service Standards document which is available from our
	website.
SME	Small and Medium Sized Enterprise – specifically, a non-household
	customer with less than 20 properties and / or contract revenue
	less than £20,000 per annum.
Standard Terms	These Clauses 1 – 21.
Start Date	The date where we shall provide services for each Premises, which
	will be the later of the date:
	(a) given in the Contract Supply Schedule;
	(b) that those Premises are registered under the process in the
	Code as being supplied by us; and
	(c) that you provide us with Credit Support (if requested by us
	in line with Clause 6.2).
Supplier	A supplier of water and/or sewerage services.
Value Add Services	Any value added services set out in the Contract Supply Schedule.
we, us, our	Anglian Water Business (National) Limited, incorporated in England and Wales with
	company  number  03017251,  with  its  registered  office  at
	Northumbria House, Abbey Road, Pity Me, Durham, DH1 5FJ.
Wholesaler	The company (or companies) which owns, controls and maintains
	the water and/or sewerage network relevant to your supply that is
	named in the Contract Supply Schedule.
you, your, Customer	The person identified as the customer in the Contract Supply
	Schedule.