Fillable Detailed Analysis Study Application Form For Customer Connections (Cadent)

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Detailed Analysis Study Application Form For Customer Connections (Cadent)

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1
Detailed Analysis Study Application Form –
For Customer Connections
Please complete all blank fields in this Detailed Analysis Study Application Form (“Form”) and sign
to accept the Cadent Terms and Conditions (“Terms and Conditions”), which can be found attached to
this form. Please do not amend the Schedule.
Please note that this Form and the Terms and Conditions shall be read together and both documents
constitute the entire agreement between the Customer and Cadent for the Detailed Analysis Study
(“DAS”) as described at a high level in the Schedule and in more detail in the document Detailed
Analysis Study – Exit Connections, located at [insert URL].
This Form is an “Order” for the purposes of Condition 2 of the Terms and Conditions. Terms used as
defined terms in this Form will have the same meanings given to them in the Terms and Conditions
unless the context otherwise requires.
Customer Specific Information
Please populate this section with the details of the Customer.
Name of Customer:
If Customer is a Business Registered at
Companies House, please insert Registration
Number of Business:
Customer’s Business Address – If Registered at
Companies House, please provide this registered
address:
Customer’s Representative – please insert name
of representative:
Postal Address for Customer:
Contact Email Address & Telephone Number
for Customer:
Customer’s Invoicing Address and Contact Name (if different from above):
Customer Representative:
[Insert name of Customer Representative]
Project Specific information
Please populate this section with details of the Connection Request you are proposing
Previous Cadent Reference Numbers (for Quote and Land Enquiries, if applicable):
Services and Deliverables:
As set out in the Schedule and the document Detailed Analysis Study – Exit Connections, located at
[insert URL]
Site Address:
[Site address including postcode]
2
Site Location: (Map) (please include grid coordinates)
[Please provide a map detailing the location of your site. This can be a screenshot of Google Maps
with a ‘pin’ highlighting the site location.]
Land Ownership Details (if known):
[Please provide any detail on ownership of the land surrounding the proposed site. This will assist
when we review potential options for connection.]
Required Capacity Peak (kwh) Annual (Kwh)
[Please confirm your peak demand expectations.]
Required Minimum Connection point pressure (bar):
[Please provide details of your desired pressure.]
Phased Loading:
[Please provide the phasing of any domestic and/or commercial/ industrial loads including the
hourly and annual peak consumption for each year.]
Authorised Users
[Please identify any entity which will be entitled to use the DAS Report for the purposes of
Condition 10]
3
Additional Site Information:
This will enable us to provide you with options for connections which meet your demand profile.
Table 1
To identify the proposed profile of the gas use, it is necessary to understand the time(s) of day and year
at which the gas demand is required and whether the demand varies from this level at the other key times
/ conditions of the day and year
Please complete the following boxes as is appropriate for the demand
Period Peak demand
Off Peak
demand
Peak demand Low demand
January – March
06:00 – 10:00 10:00 – 16:00 16:00 – 22:00 22:00 – 06:00
April – June
July – September
October – December
PLEASE NOTE: The DAS is representative of Cadent’s gas network at the time the DAS in
undertaken and does not serve to guarantee capacity, or as a contract for performance of Connection
Works or Reinforcement Works. A contract for Connection Works and/or Reinforcement Works shall
only be formed if the Customer places an Order on the basis of a quotation provided by Cadent to the
Customer (“Quotation”) and that Order is accepted by Cadent.
Next Steps:
• Upon receipt of this Form, if accepted by Cadent, we will issue an invoice to you for 100%
of the Contract Sum due for the completion of the DAS.
• Upon receipt of payment of the invoice, we will commence work on the DAS.
• We will aim to issue a Report to you within 30 Working Days of receipt of payment.
• In the Report, you will receive up to three offers of a free Quotation. You may choose to
order Connection Works and or Reinforcement Works pursuant to one of these Quotations
without incurring the usual quotation charge. This offer of a free Quotation shall be valid for
21 days from receipt of the offer. Should none of the proposed connection options be
suitable, you may proceed by applying for a Quotation for alternative connection options.
Please note that only Quotations offered as part of the Report will be issued a no additional
cost to the Customer and Quotations for alternative connection points will incur the usual
Quotation charge.
4
Acceptance of Terms and Conditions
Your full completion and submission of this Form including signed acceptance page shall constitute
your full acknowledgement and acceptance of the Terms and Conditions for the DAS and your
confirmation that you are applying for a DAS and agree to pay the Contract Sum.
5
Once you have completed the Form please sign and return the entire form via email to
DASreq@cadentgas.com
, or post a hard copy of the whole pack to:
Cadent Connections
Block 4 Area 3
Hinckley Operational Centre
Brick Kiln Street
Hinckley
Leicestershire, LE10 ONA
If you have any further questions please contact:-
DASreq@cadentgas.com
Tel: 0845 366 6758
Signed for and on behalf of
Cadent
Signed:
Name: John Madden
Position: Head of Cadent Connections
Signed for and on behalf of
The CUSTOMER
Signed ……………………………………..
Name ……………………………………..
Position ……………………………………..
Date ……………………………………...
6
SCHEDULE RELATING TO THE DETAILED ANALYSIS STUDY APPLICATION FORM
1. In this Schedule the following definitions shall apply:
“Design Works” the preparation of designs to facilitate the potential
construction of reinforcement apparatus to enable a
new connection at the Proposed Supply Point
Premises; and
“Proposed Supply Point Premises” the site address specified on the Form.
2. Cadent will:
(a) carry out the Design Works;
(b) carry out a Detailed Analysis Study Report in regards to the proposed Connection
Request examining the scope of work required and the estimated cost of the
Connection Works and/or Reinforcement Works where applicable;
(c) if applicable, provide to the Customer up to three Quotations detailing the charges
for Cadent to construct apparatus as required by the Design Works,
together the “Services” and “Deliverables” (as applicable) for the purposes of the Terms and
Conditions.
3. The Contract Sum is £1850.00 (one thousand eight hundred and fifty pounds) exclusive of
VAT.
4. The Customer will pay to Cadent the Contract Sum in accordance with the Terms and
Conditions.
7
DETAILED ANALYSIS STUDY TERMS AND CONDITIONS
The Customer’s attention is particularly drawn to the exclusions and limitations of liability at
Condition 8 (Liability).
1. INTERPRETATION
In these Conditions:
1.1 unless inconsistent with the context or otherwise specified, the following definitions will
apply:
“Affiliates” in respect of a person, its Parent Undertakings, its Subsidiary Undertakings and
the Subsidiary Undertakings of any of its Parent Undertakings from time to time (“Parent
Undertaking” and “Subsidiary Undertaking” having the meanings set out in section 1162
Companies Act 2006).
“Applicable Laws" means all applicable laws, regulations, regulatory requirements and
codes of practice of any relevant jurisdiction, as amended and in force from time to time;
“Authorised Users” shall mean the users specified on the Order;
“Cadent” “us” or “we” shall mean Cadent Gas Limited (Company No 10080864).
“Cadent Representative” the representative of Cadent for the purposes of this Agreement,
as notified by Cadent to the Customer in writing from time to time;
“Completion Date” shall mean the target date upon which Cadent shall provide the Detailed
Analysis Study Report to the Customer, being 30 days following Cadent’s receipt of
payment of the Contract Sum from the Customer.
“Conditions” shall mean these standard terms and conditions as varied in accordance with
Condition 14.3 (Entire Agreement and Variation).
“Confidential Information” the Cadent Confidential Information and Customer
Confidential Information.
“Connected System Point” or “CSP” shall mean a pipeline or system of pipes that is not in
the ownership of Cadent, but which are connected to the Cadent System that are used to
convey gas to premises.
“Connection Request” shall mean a request from the Customer to connect the Proposed
Supply Point Premises to Cadent’s network.
“Connection Works” shall mean the works Cadent may undertake to directly connect the
Proposed Supply Point Premises to Cadent’s networks, or to connect pipes laid by the
Customer, or the Customer’s nominated GIRS accredited Utility Infrastructure Provider, to
connect the Proposed Supply Point Premises to Cadent’s network.
“Contract Sum” shall mean as defined in the Schedule.
“Contract Term” shall mean as defined in Condition 6.1.
“Customer” shall mean the entity identified as such on the Order.
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“Customer Representative” shall mean the representative of the Customer identified as
such on the Order.
“Default” shall mean any breach by Cadent of its obligations under this Agreement, any
default, act, omission, negligence or statement by Cadent, its employees, agents or sub-
contractors arising out of or in connection with this Agreement and in respect of which
Cadent may be legally liable to the Customer.
“Deliverables” the deliverables (if any) set out in the Order, which, in respect of the
Detailed Analysis Study Report Application Form, includes the Detailed Analysis Study
Report.
“Detailed Analysis Study” or “DAS” shall mean the work undertaken by Cadent to prepare
a Report pursuant to this Agreement.
“Detailed Analysis Study Report” or “Report” shall mean the Report issued by Cadent as a
product of the Detailed Analysis Study.
“Detailed Analysis Study Report Application Form” or “Form” shall mean the document
entitled Detailed Analysis Study Report Application Form as supplied by Cadent to the
Customer;
“Dispute” shall mean any significant difference of view which has not or cannot be resolved
by discussion between the Parties relating to the interpretation of the Agreement.
“Due Date” shall mean as defined in Condition 5.5
“Insolvency Event” shall mean any step taken under the Insolvency Act 1986 or under any
other legislation, or the Party's own constitution, or any agreement that is entered into with
any creditor which indicates a likelihood of that Party's insolvency, including: (i) in respect
of administration, that that Party takes any step or any other person takes any step or action
in connection with the appointment of an administrator in respect of it; and (ii) in respect of a
voluntary arrangement, that Party proposes a company voluntary arrangement.
“Intellectual Property Rights” all intellectual and industrial property rights of any kind
whatsoever including patents, supplementary protection certificates, rights in know-how,
registered trademarks, registered designs, models, unregistered design rights, unregistered
trademarks, rights to prevent passing off or unfair competition and copyright (whether in
drawings, plans, specifications, designs and computer software or otherwise), database
rights, topography rights, any rights in any invention, discovery or process, and applications
for and rights to apply for any of the foregoing, in each case in the United Kingdom and all
other countries in the world and together with all renewals, extensions, continuations,
divisions, reissues, re-examinations and substitutions;
“Order” the Customer’s order for the supply of goods and services by Cadent, which must
be completed and signed by the Customer and set out in the form of the Detailed Analysis
Study Report Application Form;
“Order Acknowledgement” Cadent’s written acceptance of an Order, including by way of
signature on the Order.
“Party” shall mean either Cadent or the Customer.
“Payment Date” shall mean as defined in Condition 5.1.
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“Project Specific Information” shall mean the information provided on the Order within
the section headed “Project Specific Information”.
“Proposed Supply Point Premises” as set out on the Order.
“Quotation” shall mean a quotation provided by Cadent to the Customer setting out the cost
and related service specific terms for Cadent to construct Connection Works or
Reinforcement Works as established by the Design Works.
“Reinforcement Works” or “Reinforcement” shall mean offsite works Cadent may
undertake to provide capacity for the Customer to be able to undertake their Connection
Request.
“Services” the services set out in the Order.
1.2 any words following the words “include”, “includes”, “including”, “in particular” or any
similar words or expressions will be construed without limitation and accordingly will not
limit the meaning of the words preceding them; and
1.3 references to any statute or statutory provision will include any subordinate legislation made
under it and will be construed as references to such statute, statutory provision and/or
subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or
replaced and in force from time to time; and
1.4 references to “in writing” or “written” include facsimile and e-mail but not other methods of
electronic messaging.
2. CONTRACT FORMATION
2.1 The Order constitutes an offer by the Customer to purchase Deliverables and Services from
Cadent on these Conditions. A contract for the supply of Deliverables and Services by
Cadent to the Customer on these Conditions will be formed when Cadent accepts the Order
by issuing an Order Acknowledgement to the Customer (each an “Agreement”). For the
avoidance of doubt, Cadent is under no obligation to accept any Order.
2.2 These Conditions are the only terms and conditions on which Cadent will supply the
Services and Deliverables to the Customer and will apply to the exclusion of all other terms
and conditions including any terms and conditions which the Customer purports to apply
under any purchase order, confirmation of order or similar document (whether or not such
document is referred to in the Agreement) and any terms and conditions which may
otherwise be implied by trade, custom, practice or course of dealing.
2.3 The Customer’s completion and submission of the Order including signed acceptance page
will be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
3. OBLIGATIONS OF CADENT
3.1 Cadent warrants that the Services shall be undertaken with reasonable care and skill and in
accordance with standards of engineering practice.
3.2 Cadent shall use reasonable endeavours to ensure provide the Services and the Deliverables
within the estimated timescales set out in the Order but time will not be of the essence in
relation to Cadent’s obligations under the Agreement. Any performance dates given by
Cadent are estimates only.
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3.3 Without prejudice to Condition 3.2, Cadent shall have no liability whatsoever for any failure
to meet any timescales set out in any Order (or where applicable any extended date agreed
by the Parties) if such failure is the result of an act or omission of the Customer, its
employees or agents and Cadent shall be entitled to charge the Customer for any additional
work required to be carried out as a result of such act or omission on a time and materials
basis at Cadent’s standard rates at the relevant time.
3.4 Cadent shall keep confidential and shall not disclose to any third party any information
provided by the Customer in connection with the negotiation or performance of the
Agreement or which relates to the Customer or the business of the Customer (“Customer
Confidential Information”), provided that this restriction shall not apply:-
(a) to any information which at the time of disclosure is in the public domain or
thereafter becomes part of the public domain otherwise than as a consequence of
a breach by Cadent of its obligations under this Condition 3.4;
(b) to any information that Cadent is required to reveal in accordance with applicable
law or any regulatory requirement;
(c) to information disclosed to persons professionally engaged by Cadent, provided
that Cadent shall procure that such persons are bound by a similar confidentiality
undertaking prior to any disclosure being made; or
(d) to information which at the time of disclosure to Cadent is trivial or by its nature
immaterial.
3.5 Nothing in this Agreement shall confer on the Customer any right or entitlement in respect of
the transportation or availability of gas.
4. CUSTOMER OBLIGATIONS
4.1 The Customer shall promptly provide such information as Cadent may reasonably require for
the proper completion of the Services.
4.2 The Customer shall ensure that such information as it provides under Condition 4.1 is
accurate and may be relied on by Cadent in connection with the performance of its
obligations under this Agreement.
4.3 The Customer shall keep confidential and shall not disclose to any third party any
information provided by Cadent in connection with the negotiation or performance of this
Agreement or which relates to the Cadent or the business of the Cadent (“Cadent
Confidential Information”), provided that this restriction shall not apply:-
(a) to any information which at the time of disclosure is in the public domain or
thereafter becomes part of the public domain otherwise than as a consequence of
a breach by the Customer of its obligations under this Condition 4.3;
(b) to any information that the Customer is required to reveal in accordance with
applicable law or any regulatory requirement; or
(c) to information disclosed to persons professionally engaged by the Customer, and
any developer and end user or consumer of the Proposed Supply Point Premises,
provided that the Customer shall procure that such persons are bound by a similar
confidentiality undertaking prior to any disclosure being made.
11
4.4 The Customer represents and warrants that it has the right and authority to disclose the
Customer Specific Information to Cadent and agrees that the Customer Specific Information
and such other information as it provides under Condition 4.1 is accurate and may be relied
on by Cadent (including its employees, officers, directors and consultants, advisers or agents
who shall all be made aware of this confidentiality obligation provided that such consultants,
advisers or agents not being Cadent employees, officers or directors, shall be required to be
bound by a similar confidentiality undertaking).
4.5 The Customer will notify Cadent within 24 hours of any discussions, negotiations or
proposals with any of its creditors in relation to a debt or debts owed to any of them or any
discussions relating to the Customer’s insolvency.
5. PAYMENT
5.1 Cadent shall be entitled to invoice the Customer for the Contract Sum on the date of this
Agreement.
5.2 The Customer shall pay Cadent the Contract Sum within thirty (30) days after the date of the
applicable invoice (the “Payment Date”).
5.3 In addition to the amounts under Conditions 5.1 and 5.2, Cadent may, subject to prior
notification, invoice the Customer for all additional costs incurred by Cadent as a result of:
(a) changes agreed by the Parties in accordance with Condition 14.3 (Entire
Agreement and Variation);
(b) errors in information provided by the Customer; and/or
(c) alterations or additions made by the Customer to the information provided to
Cadent throughout the duration of the Agreement.
5.4 In the event that Condition 5.3 applies and without prejudice to Condition 3.2, the Customer
shall not unreasonably withhold its agreement to any request by Cadent to extend the
Completion Date.
5.5 The Customer shall pay the sums specified in Condition 5.3 within fourteen (14) days of the
date of Cadent’s invoice for the same (the “Due Date”).
5.6 Should the Customer fail to make payment on the Payment Date or Due Date (as applicable)
for payment of any sum due hereunder, interest thereon shall accrue at the base lending rate
of Barclays Bank plc (or its successor) in London for sterling applicable from time to time
plus three (3) percent and compounded annually from the date when such payment is due
until the date the same is made.
5.7 Without prejudice to Condition 5.6, in the event any amount invoiced under Conditions 5.1
or 5.3 remains unpaid twenty (20) days after the Payment Date or the Due Date (as
applicable) Cadent may, after 7 Working Days written prior notification to the Customer and
without prejudice to any other of its termination or remedial rights, suspend work on the
Services pending receipt of such payment.
5.8 In the event of any suspension pursuant to Condition 5.6, the Customer shall,
notwithstanding any other provision of this Agreement and in addition to all other amounts
due, indemnify Cadent for all unavoidable costs and expenses reasonably incurred by Cadent
arising from the suspension, (including deposits, standby payments, forfeitures, cancellation
and demobilisation and remobilisation fees).
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5.9 In addition to the sums payable in accordance with Conditions 5.2 and 5.5 the Customer
shall pay Cadent an additional amount equal to any Value Added Tax attributable to such
sums on receipt of a proper tax invoice.
6. DURATION OF AGREEMENT AND TERMINATION
6.1 The Agreement shall commence on the date of the Order Acknowledgement and shall
(unless terminated in accordance with this Condition 6) terminate automatically without
notice upon delivery of the Quotation to the Company (the “Contract Term”).
6.2 Either Party may terminate this Agreement on giving written notice to the other if:-
(a) the other Party commits a material breach of its obligations under this Agreement
which is incapable of remedy or, if capable of remedy, has not been remedied
within twenty-eight (28) days of the receipt by the other Party of written notice
demanding remedy of the breach; or
(b) the other Party is deemed to be unable to pay its debts (within the meaning
contained in Condition 123 of the Insolvency Act 1986) or any Insolvency Event
occurs with respect to that Party.
Condition 6.2(a) will not apply to any failure by you to make any payment due to us under
the Agreement on or before the due date. Condition 6.3 will apply instead to any such
failure.
6.3 Notwithstanding Condition 6.2, Cadent may terminate the Agreement by giving not less than
thirty (30) days’ written notice to that effect to you if you fail to make any payment due to us
under the Agreement on or before the date on which the relevant payment falls due in
accordance with this Agreement.
6.4 In the event any government or governmental supranational state agency or regulatory body
shall:-
(i) rule or direct that the Agreement (or any part thereof) should not be performed by
Cadent; or
(ii) institute, threaten or thereafter take any action, suit or investigation to restrain,
prohibit or otherwise challenge the rights or obligations contemplated by the
Agreement; or
(iii) thereafter to take any other action as a result of or in anticipation of the
implementation of the Agreement which would have adverse effects on the rights
of the parties hereto,
Cadent may suspend its performance of the Services and the Parties shall immediately
commence negotiations in good faith with a view to agreeing provisions, actions and
measures which, as far as reasonably practicable, retain the economic and commercial effect
of the rights and obligations set out in the Agreement.
6.5 In the event that Condition 6.4 applies and either:
(i) Cadent and the Customer cannot reach agreement in accordance with
Condition 6.4; or
(ii) no provision, action or measure can be reasonably taken in accordance with
Condition 6.4,
13
then either Party may terminate this Agreement upon ninety (90) days’ notice or such other
period as may be reasonably agreed by both Parties and which in any event shall be as soon
as reasonably practicable.
7. CONSEQUENCES OF TERMINATION
7.1 Upon termination or expiry of this Agreement:
7.1.1 any sums owing to Cadent shall become due and payable immediately by the
Customer upon demand by Cadent;
7.1.2 within ninety (90) days after the date of expiry or termination of the Agreement
each Party will, subject to the exception set out in Condition 7.2:
7.1.2.1 if requested to do so, return to the other Party all of the other
Party’s Confidential Information (including all copies and extracts)
in its possession or control; and
7.1.2.2 cease to use the other party’s Confidential Information.
7.2 Each Party may retain any of the other Party’s Confidential Information which it has to keep
to comply with any applicable law or which it is required to retain for insurance, accounting
or taxation purposes, and, in relation to Customer Confidential Information, Cadent may
retain any Customer Confidential Information that forms part of the Detailed Analysis Study
Report. The provisions of Conditions 3.4 and 4.3 will continue to apply to retained
Confidential Information.
7.3 The termination of this Agreement shall be without prejudice to the rights and remedies of
the parties that may have accrued up to the date of termination.
7.4 Conditions 1, 3.4, 4.3, 5.2, 5.5, 5.6, 5.9, 8, 9, 10, 13, 14 and 17 and any other Conditions
which expressly or impliedly continue to have effect after expiry or termination of the
Agreement will survive termination of this Agreement.
8. LIABILITY
8.1 Your attention is particularly drawn to this Condition.
8.2 Subject to Condition 8.4, Cadent shall not be liable for:
8.2.1 any loss or damage sustained or incurred by the Customer resulting from the
preparation and completion of the Quotation; or
8.2.2 any indirect or consequential loss, loss of profits, loss of contract, revenue loss or
loss of anticipated savings, however caused and whether arising in contract, tort
(including negligence) or otherwise and whether foreseeable or not.
8.3 Subject to Condition 8.4, the maximum aggregate liability of Cadent to the Customer
whether in contract, tort (including negligence) or otherwise for any loss or damage however
arising suffered by the Customer as a result of any Default shall be limited to the Contract
Sum.
8.4 The Customer acknowledges that the level of the Contract Sum has been calculated on the
basis that Cadent’s liability will be limited in accordance with this Condition 8. The
Customer may by written notice request Cadent to agree a higher limit of liability provided
Cadent is able to obtain insurance cover therefor and the Customer will pay any additional
14
premiums incurred by Cadent as a result of Cadent obtaining such insurance upon the
Customer’s request.
8.5 Nothing in this Condition shall limit or exclude the liability of Cadent in respect of any death
or personal injury caused by the negligence of Cadent or its employees or any other losses
that cannot be excluded by law.
8.6 Subject to Condition 8.4, all warranties, conditions and other terms implied by law (whether
by statute, common law or otherwise) are excluded from this Agreement.
9. FORCE MAJEURE
Neither Party shall be liable to the other for any delay or failure by that Party in performing
its obligations under this Agreement where such delay or failure is caused by events beyond
the reasonable control of that Party.
10. INTELLECTUAL PROPERTY
Nothing in this Agreement will operate to transfer to the Customer or to grant to the
Customer any licence or other right to use any of Cadent’s Intellectual Property Rights, save
that the Customer and its Authorised Users may use Cadent’s Intellectual Property Rights in
the Deliverables and Services solely to the extent necessary to use and copy (but not modify
or otherwise deal with) the Deliverables and Services for the purpose for which they were
supplied.
11. VARIATION AND WAIVER
11.1 This Agreement shall not be varied or amended without the prior written agreement of both
Parties.
11.2 Neither Party shall be deemed to have waived its rights under this Agreement unless it has
specifically agreed by notice in writing to the other Party to such waiver.
12. ASSIGNMENT AND SUB-LICENSING
12.1 The Customer will not assign, license, sub-contract or otherwise transfer its liabilities, rights
and obligations under this Agreement without the prior written consent of Cadent (such
consent not to be unreasonably withheld).
12.2 Cadent will be entitled to assign, license, sub-contract or otherwise transfer all or any of its
liabilities, rights and obligations under this Agreement without the consent of the Customer.
13. SEVERABILITY
If any Condition of this Agreement is found to be void or otherwise unenforceable for any
reason, it will be deemed to be omitted from this Agreement the validity and/or
enforceability of the other provisions of this Agreement shall not in any way be affected.
14. ENTIRE AGREEMENT AND WAIVER
14.1 The Agreement (which shall include these Conditions, the Order and the Order
Acknowledgement) is the entire agreement between the Parties relating to the subject matter
of the Agreement and supersedes all previous communications, representations and
arrangements, written or oral.
15
14.2 The Customer acknowledges that no reliance is placed on any representation or statement
made by or on behalf of Cadent that is not expressly set out in the Agreement.
14.3 A delay in exercising or failure to exercise a right or remedy under or in connection with this
Agreement will not constitute a waiver of, or prevent or restrict future exercise of, that or
any other right or remedy, nor will the single or partial exercise of a right or remedy prevent
or restrict the further exercise of that or any other right or remedy. A waiver of any right,
remedy, breach or default will only be valid if it is in writing and signed by the party giving
it and only in the circumstances and for the purpose for which it was given and will not
constitute a waiver of any other right, remedy, breach or default.
14.4 Nothing in this Condition 14 will be interpreted or construed as limiting or excluding the
liability of any person for fraud or fraudulent misrepresentation.
15. NOTICES
15.1 Any notice given pursuant to this Agreement by either Party to the other must be given in
writing and may be served by receipted personal delivery or by recorded delivery or
registered post to the registered office of the other Party or such other address as may from
time to time have been notified in writing to the other Party in accordance with this
Condition.
15.2 Every such notice shall be deemed to have been served:
15.2.1 upon delivery, if delivered to or left at the relevant address of the other Party, at
the time of delivery; or
15.2.2 if sent by recorded delivery or registered post, at the expiration of two (2)
Working Days after despatch to the relevant address of the Party.
15.3 Every such notice shall be marked for the attention of the Customer Representative or
Cadent Representative (as applicable) and, in respect of notices to Cadent, with a copy to
DASreq@cadentgas.com
.
16. THIRD PARTIES
The Contract (Rights of Third Parties) Act 1999 shall not apply to this Agreement and the
provisions of the said Act are hereby expressly excluded from this Agreement.
17. LAW AND DISPUTES
17.1 The Agreement and any non-contractual obligations arising out of or in connection with it
will be governed by the law of England and Wales.
17.2 Without prejudice to Condition 17.3, in the event of a dispute between the Parties concerning
any aspect of this Agreement the dispute shall be referred to the Cadent Representative and
the Customer Representative for resolution, who shall negotiate in good faith in an attempt to
resolve the dispute as soon as reasonably practicable. If the Cadent Representative and the
Customer Representative are unable to resolve the dispute within thirty (30) days, either
Party may refer the dispute to the courts for resolution.
17.3 Either Party may seek interim injunctive relief or any other interim measure of protection in
any court of competent jurisdiction.
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17.4 Subject to Conditions 17.2 and 17.3, the courts of England and Wales shall have exclusive
jurisdiction to determine and dispute arising out of or in connection with the Agreement
(including any non-contractual obligations).
18. EXCLUSIONS
Cadent makes no representation or warranty as to the accuracy or completeness of the
Deliverables and, without prejudice to Condition 3.1 of this Agreement, has no liability
arising out of or in relation to any such study report or from any representation or statement
contained in such report or other related document. Nothing in this Condition 18 will be
interpreted or construed as limiting or excluding the liability of any person for fraud or
fraudulent misrepresentation.
19. PREVENTION OF CORRUPTION AND BRIBERY
19.1 The Customer represents and undertakes to Cadent that the Customer, (including its engaged
contractors) and their sub-contractors or agents, its and their Affiliates, employees, officers,
agents and shareholders, have not committed and shall not commit or omit to do, any act that
shall cause or lead the other Party or any of its Affiliates to be in breach of the Bribery Act
2010 and/or the policies referred to in Condition 19.4.2.
19.2 Without prejudice to Cadent’s other rights and remedies, the Customer shall indemnify
Cadent in full and on demand against all losses, liabilities, costs, claims and expenses
incurred directly or indirectly by Cadent as a result of the performance of any breach of
Condition 19.1 by the Customer, or its contractors, or any of its or their Affiliates,
employees, officers, agents or shareholders, in connection with the Agreement.
19.3 The Customer will comply with all applicable laws, statutes, regulations, and codes relating
to:
19.3.1 anti-bribery and anti-corruption including the Bribery Act 2010 (“Relevant
Requirements”); and
19.3.2 slavery, servitude, forced or compulsory labour or human trafficking including
the Modern Slavery Act 2015 (“Anti-Slavery Laws”).
19.4 Without prejudice to the other provisions of this Condition 19, the Customer shall ensure
that:
19.4.1 all of the Customer’s personnel, agents and contractors are fully aware of
Cadent’s policies on anti-bribery and anti-corruption notified in writing to the
Customer from time to time by Cadent and that all of the Customer’s personnel
and contractors and agents (of whatever tier) are engaged upon terms which
contain provisions in relation to prevention of bribery and corruption which are
no less onerous than this Condition 17; and
19.4.2 it has and shall maintain in place throughout the currency of the Agreement, its
own policies and procedures to ensure compliance with:
19.4.2.1 the Relevant Requirements;
19.4.2.2 Cadent’s policies on anti-bribery and anti-corruption; and
19.4.2.3 Anti-Slavery Laws,
and will enforce them where appropriate.
17
20. DATA
20.1 The Parties do not anticipate that either Party will be processing personal data for which the
other Party is the controller. If either Party becomes aware that this is not the case then it
will notify the other Party without undue delay and the parties will enter into a data
processing agreement in accordance with Data Protection Legislation.
20.2 For the purposes of Condition 20.1:
20.2.1 Data Protection Legislation shall mean all Applicable Laws relating to data
protection, the processing of personal data and privacy, including: (i) the Data
Protection Act 2018; (ii) the General Data Protection Regulation (EU) 2016/679;
(iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003
(as may be amended by the proposed Regulation on Privacy and Electronic
Communications); and (iv) any amendment, replacement or re-enactment for the
time being in force;
20.2.2 personal data, controller and processor shall have the meaning set out in Data
Protection Legislation.
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Detailed Analysis Study Application Form For Customer Connections (Cadent)

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Completed 1 May 2021

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