Energy Relief Vault

Terms and Conditions

Version: September 2026

Energy Relief Vault is an energy relief assessment, application, monitoring and compliance service provided by Myriad Developments Limited, a company registered in England and Wales under company number 07517446, whose registered office is at Myriad House, 112–114 St Mary’s Road, Market Harborough, Leicestershire, LE16 7DX (Myriad, we, us or our).

These Terms and Conditions form the agreement between you and us governing your use of Energy Relief Vault and the professional services we provide in connection with business energy reliefs.

By completing the online acceptance process described in clause 2, you agree to be legally bound by these Terms and Conditions for the five-year Contract Period.

1.1 In this Agreement, the following definitions apply:

1.1.1 Advanced Service means the enhanced Energy Relief Vault service described in clause 6.

1.1.2 Application means any application, declaration, notification, certificate, reassessment, review, supporting calculation or submission relating to an Energy Relief.

1.1.3 BICS means the British Industrial Competitiveness Scheme and any amended, replacement or successor scheme.

1.1.4 CCL means Climate Change Levy and any exemption, reduced rate, repayment or other relief available in relation to it.

1.1.5 Client, you or your means the legal entity entering into this Agreement with us.

1.1.6 Contract Commencement Date means the date on which you complete the online acceptance process described in clause 2.

1.1.7 Contract Period means the fixed period of five years beginning on the Contract Commencement Date, subject to earlier termination only in accordance with this Agreement.

1.1.8 Energy Relief means BICS, CCL and any other business energy exemption, rebate, repayment, subsidy, reduction, credit, compensation or relief that we agree to assess, secure, administer or monitor for you through Energy Relief Vault.

1.1.9 Energy Relief Vault means our online platform through which all or part of the Services are delivered.

1.1.10 Energy Savings means the actual financial benefit obtained by you as a direct or indirect result of an Energy Relief covered by our Services, as further described in clause 12.

1.1.11 Fee means the amount payable to us in accordance with clause 11.

1.1.12 Quarter means each successive three-month period used by us for the calculation and invoicing of Energy Savings and Fees. We will identify the applicable quarterly periods within Energy Relief Vault or otherwise notify you of them.

1.1.13 Scheme Authority means any government department, HMRC, public body, scheme administrator, electricity supplier, energy supplier, market participant or other organisation responsible for administering, verifying or implementing an Energy Relief.

1.1.14 Services means the Standard Service, the Advanced Service where selected, and any other services expressly agreed between you and us.

1.1.15 Site means each premises, manufacturing location, meter location or other location assessed for an Energy Relief.

1.1.16 Standard Service means the default Energy Relief Vault service described in clause 5.

1.1.17 Working Day means Monday to Friday excluding public holidays in England.

1.2 Unless the context requires otherwise:

1.2.1 references to the singular include the plural and vice versa;

1.2.2 references to legislation, regulations, government guidance or an Energy Relief include any amendment, replacement or successor provision;

1.2.3 references to writing include email and communications made through Energy Relief Vault;

1.2.4 the word including means including without limitation; and

1.2.5 headings are for convenience only and do not affect interpretation.

2.1 These Terms and Conditions constitute the contract between you and Myriad for the provision of Energy Relief Vault and the Services.

2.2 Before you can complete your Energy Relief Vault registration, you will be required to:

2.2.1 access and review these Terms and Conditions;

2.2.2 scroll through the Terms and Conditions presented to you;

2.2.3 tick a confirmation box stating that you have read and agree to be bound by these Terms and Conditions; and

2.2.4 select the relevant button to confirm your acceptance and complete registration.

2.3 You will not be able to complete registration unless you have confirmed your acceptance of these Terms and Conditions.

2.4 By completing the online acceptance process, you:

2.4.1 confirm that you have had the opportunity to read these Terms and Conditions;

2.4.2 agree to be legally bound by them;

2.4.3 confirm that you are authorised to enter into this Agreement on behalf of the Client; and

2.4.4 appoint Myriad to provide the Services for the Contract Period.

2.5 The date on which you complete the online acceptance process is the Contract Commencement Date.

2.6 We may retain an electronic record of your acceptance, including the version of the Terms accepted, the date and time of acceptance, the individual who accepted them, the Client on whose behalf they were accepted and other reasonable electronic evidence of acceptance.

2.7 A copy of the Terms and Conditions accepted by you will be made available electronically.

2.8 No separate order confirmation is required for the Standard Service. Any additional or different services or commercial terms must be expressly agreed by us in writing or accepted by you electronically through Energy Relief Vault.

3.1 This Agreement commences on the Contract Commencement Date and continues for a fixed period of five years.

3.2 The five-year Contract Period applies to the Client’s appointment of Myriad under this Agreement irrespective of the date on which an individual Energy Relief first begins to produce Energy Savings.

3.3 The Services provided during the Contract Period may include identification and assessment of Energy Reliefs, preparation and support of Applications, ongoing monitoring, calculation of Energy Savings, quarterly invoice review, annual compliance, periodic reassessment and other Services described in this Agreement.

3.4 Expiry of the Contract Period does not affect:

3.4.1 Fees accrued before expiry;

3.4.2 Fees relating to Energy Savings arising during the Contract Period but identified, confirmed or invoiced after expiry; or

3.4.3 any right or obligation which by its nature is intended to continue after expiry.

3.5 Any continuation of the Services after expiry of the Contract Period will be subject to a new agreement or renewal accepted by you.

4.1 Energy Relief Vault is a digital platform designed to help businesses discover, verify, secure and maintain entitlement to Energy Reliefs.

4.2 Depending on the Service selected, Energy Relief Vault may be used to:

4.2.1 collect company, ownership and Site information;

4.2.2 collect and analyse electricity, gas and other energy information;

4.2.3 upload and analyse energy invoices and supporting documents;

4.2.4 identify potentially available Energy Reliefs;

4.2.5 analyse products, manufacturing activities, production information, machinery and equipment;

4.2.6 analyse SIC, HS and other classifications;

4.2.7 estimate or calculate energy consumption and apportion energy use;

4.2.8 identify missing information or evidence;

4.2.9 prepare calculations, evidence and Application information;

4.2.10 manage Applications and communications;

4.2.11 monitor continuing eligibility and compliance;

4.2.12 support annual declarations and reassessments;

4.2.13 calculate quarterly Energy Savings and Fees; and

4.2.14 provide other functionality made available through the platform.

4.3 Energy Relief Vault combines technology, data analysis, artificial intelligence and professional review.

4.4 Energy Relief Vault is not intended to be an automated substitute for professional judgement. Material conclusions forming part of our final assessment will be subject to review by Myriad personnel as appropriate to the Service being provided.

5.1 Unless expressly agreed otherwise, you will initially appoint us to provide the Standard Service.

5.2 The Standard Service provides the core Energy Relief Vault functionality and professional services required to assess, apply for, administer and monitor the Energy Reliefs covered by our engagement.

5.3 Depending on the Energy Relief, the Standard Service may include:

5.3.1 initial eligibility assessment;

5.3.2 review of company, Site, energy, product and manufacturing information;

5.3.3 review of relevant classifications and supporting evidence;

5.3.4 calculations required to assess entitlement;

5.3.5 identification of evidence or information gaps;

5.3.6 preparation of Application information and support with submission;

5.3.7 monitoring of the relevant Energy Relief;

5.3.8 quarterly calculation of actual Energy Savings;

5.3.9 support with annual declarations, periodic reassessments and material changes; and

5.3.10 reasonable assistance with Scheme Authority enquiries relating to work undertaken by us.

5.4 We may improve, replace or modify the functionality used to deliver the Standard Service, provided that this does not materially reduce the overall Service you have contracted to receive.

6.1 You may be offered the opportunity to upgrade from the Standard Service to the Advanced Service.

6.2 The Advanced Service provides additional Energy Relief Vault functionality, analysis, tools and/or professional services beyond those available through the Standard Service.

6.3 Before you upgrade, Energy Relief Vault will display the additional functionality or Services being made available, the Advanced Service Fee structure, the date from which the upgrade will take effect and any additional material conditions applying to the upgrade.

6.4 You must actively confirm an upgrade before the Advanced Service becomes effective.

6.5 An upgrade forms a variation of this Agreement and does not create a new contract or restart the Contract Period.

6.6 Unless expressly agreed otherwise, the Advanced Service Fee applies only to Energy Savings arising from the effective date of the upgrade. Energy Savings arising before that date remain subject to the Standard Service Fee.

6.7 Where a relevant energy invoice covers a period both before and after the effective date of an upgrade, we may reasonably apportion the Energy Savings between the Standard Service and Advanced Service periods.

6.8 Once you upgrade to the Advanced Service, the Advanced Service will continue for the remainder of the Contract Period unless we agree otherwise in writing.

7.1 We will perform the Services with reasonable skill and care.

7.2 Depending on the engagement, the Services may include:

7.2.1 assessment of potential eligibility;

7.2.2 analysis of company, Site, product, manufacturing and energy information;

7.2.3 review of SIC, HS and other classifications;

7.2.4 review of machinery, equipment, operating hours and production information;

7.2.5 assessment and apportionment of energy use;

7.2.6 preparation of calculations and supporting evidence;

7.2.7 preparation and support of Applications;

7.2.8 communications with Scheme Authorities or energy suppliers where appropriate;

7.2.9 verification that an Energy Relief has been correctly applied;

7.2.10 calculation of Energy Savings;

7.2.11 monitoring of continuing eligibility; and

7.2.12 support with annual declarations, reassessments, changes in circumstances and reasonable compliance enquiries.

7.3 We may use employees, consultants, subcontractors, technology providers and other appropriately qualified persons or organisations to assist us in providing the Services.

7.4 Our work is not an audit or assurance engagement unless expressly agreed otherwise.

7.5 We are entitled to rely on information provided by you and by apparently reliable third-party sources unless we have reason to believe that information is materially inaccurate.

8.1 Energy Relief Vault may use artificial intelligence, algorithms, automation, public information, third-party data and proprietary methodologies as part of the Services.

8.2 These tools may assist with:

8.2.1 classification of products and analysis of SIC and HS codes;

8.2.2 identification of machinery or equipment;

8.2.3 estimated electricity or energy consumption;

8.2.4 equipment load and operating assumptions;

8.2.5 energy apportionment;

8.2.6 document analysis and identification of missing evidence;

8.2.7 eligibility assessment; and

8.2.8 preparation of supporting calculations.

8.3 Information generated by artificial intelligence or automated systems may include estimates and assumptions and is not, by itself, a final determination of eligibility.

8.4 Where relevant, Energy Relief Vault may identify values that have been estimated or generated using artificial intelligence. You may be asked to confirm, amend or replace those values with actual information.

8.5 You remain responsible for confirming factual information concerning your business, Sites, products, manufacturing activities, machinery, operating arrangements and energy use.

8.6 Myriad may amend, reject or replace any AI-generated classification, estimate, assumption or recommendation.

8.7 Any pre-populated eligibility or savings estimate displayed before we receive and review detailed information is indicative only and is not a guarantee.

9.1 As part of establishing and maintaining our business relationship with you, we may undertake appropriate client identification, company verification, fraud-prevention, sanctions and other compliance checks.

9.2 You agree to complete our online identity verification process when requested.

9.3 Identity verification may include:

9.3.1 verification of name, date of birth and residential address;

9.3.2 verification of a passport, driving licence or other acceptable identity document;

9.3.3 photographic, biometric or electronic identity verification;

9.3.4 electronic database checks;

9.3.5 sanctions, politically exposed person and other compliance screening; and

9.3.6 other checks reasonably required for legal, regulatory or professional compliance purposes.

9.4 Where the Client is a company, partnership or other legal entity, we may verify its legal identity, registered and trading addresses, officers, ownership and control, beneficial owners, the authority of persons instructing us and other relevant corporate information.

9.5 We may require directors, beneficial owners or other relevant persons to complete separate identity verification.

9.6 We may use specialist third-party identity and business verification providers.

9.7 Acceptance of these Terms does not require us to commence or continue professional Services until required verification has been satisfactorily completed.

9.8 We may withhold, restrict or suspend Services where required verification has not been completed, information cannot satisfactorily be verified, further information is required, screening identifies a matter requiring investigation, or we are prevented from acting by law or our professional obligations.

9.9 We will not be responsible for a missed deadline or delay resulting from your failure, or the failure of a relevant individual, to complete required verification promptly.

9.10 We may repeat or update verification during the Contract Period where reasonably required.

10.1 The quality and accuracy of our work depends upon the information available to us. You must provide information that is accurate, complete and not misleading.

10.2 You must provide information and evidence reasonably requested by us, which may include:

10.2.1 electricity and other energy invoices;

10.2.2 Site addresses, MPANs and meter details;

10.2.3 product lists, descriptions and production records;

10.2.4 production volumes and operating information;

10.2.5 SIC, HS and other classification information;

10.2.6 machinery, equipment and fixed asset information;

10.2.7 process descriptions, operating hours and photographs;

10.2.8 corporate, ownership and group information;

10.2.9 landlord, shared-meter or supply arrangement information;

10.2.10 information about other Energy Reliefs, exemptions, subsidies or benefits; and

10.2.11 other information reasonably necessary to provide the Services.

10.3 You agree to respond promptly to reasonable requests for information.

10.4 Where an Application is subject to a deadline, you must provide information, approvals and authority sufficiently in advance to allow us reasonably to complete our work.

10.5 You must review final Application information made available to you and notify us promptly if you believe anything is inaccurate or incomplete.

10.6 Where a Scheme Authority requires an officer, employee or authorised representative of the Client to confirm, authorise or submit information, you agree to complete that process promptly.

10.7 You remain responsible for the accuracy and completeness of information submitted to a Scheme Authority on your behalf.

10.8 You must maintain records required by law and by the rules of the relevant Energy Relief.

10.9 You must notify us promptly of any matter that may affect your eligibility or entitlement, including:

10.9.1 changes in ownership, control, legal entity or group structure;

10.9.2 mergers, acquisitions or restructuring;

10.9.3 closure, relocation or addition of Sites;

10.9.4 changes to meters, MPANs or shared-meter arrangements;

10.9.5 material changes in energy consumption;

10.9.6 changes to products, manufacturing processes or production volumes;

10.9.7 changes to the proportion of eligible and ineligible activity;

10.9.8 receipt of another relevant energy exemption, subsidy or benefit;

10.9.9 closure, mothballing or material reduction of manufacturing operations; or

10.9.10 discovery of an error in information previously supplied.

10.10 We are not responsible for any reduction, suspension, withdrawal or recovery of an Energy Relief resulting from your failure to comply with this clause 10.

11.1 Unless expressly agreed otherwise, there is no upfront success fee for the core Standard Service. Our principal Fee is calculated as a percentage of actual Energy Savings.

11.2 The Standard Service Fee is calculated as follows:

Quarterly Energy SavingsStandard Service Fee
First £25,00010%
Above £25,0005%

11.3 Accordingly, under the Standard Service:

11.3.1 10% applies to the first £25,000 of Energy Savings in each Quarter; and

11.3.2 5% applies to Energy Savings above £25,000 in that Quarter.

11.4 Where you have upgraded to the Advanced Service, the Advanced Service Fee is calculated as follows:

Quarterly Energy SavingsAdvanced Service Fee
First £25,00020%
Above £25,00010%

11.5 Accordingly, under the Advanced Service:

11.5.1 20% applies to the first £25,000 of Energy Savings in each Quarter; and

11.5.2 10% applies to Energy Savings above £25,000 in that Quarter.

11.6 The £25,000 quarterly threshold represents one quarter of the annual £100,000 pricing threshold.

11.7 The Fee percentages are applied progressively within each Quarter. The lower percentage applies only to Energy Savings exceeding £25,000 in that Quarter.

11.8 Each Quarter is calculated independently. Unused amounts of the £25,000 quarterly threshold are not carried forward to another Quarter, and Energy Savings exceeding £25,000 in one Quarter do not reduce the £25,000 threshold applying in another Quarter.

11.9 Where the Advanced Service becomes effective part-way through a Quarter, Energy Savings will be reasonably apportioned so that Standard Service rates apply before the upgrade date and Advanced Service rates apply from the upgrade date.

11.10 All Fees are exclusive of VAT, which will be charged at the prevailing rate.

11.11 No success Fee is payable in respect of an Energy Relief that produces no Energy Savings, subject to any separately agreed Additional Services.

12.1 Energy Savings means the actual financial benefit obtained by you as a direct or indirect result of an Energy Relief covered by our Services.

12.2 Energy Savings may include:

12.2.1 reductions appearing on electricity, gas or other energy invoices;

12.2.2 exemptions from policy, levy or other energy-related charges;

12.2.3 reduced taxation or levies;

12.2.4 credits, refunds or repayments;

12.2.5 government or supplier payments;

12.2.6 retrospective or transitional adjustments;

12.2.7 amounts offset against future energy invoices; and

12.2.8 any substantially similar financial benefit.

12.3 Energy Savings are calculated excluding VAT unless expressly stated otherwise.

12.4 BICS Energy Savings may include benefits arising from exemption from relevant electricity policy costs and any associated government, supplier, transitional, retrospective or other BICS payment.

12.5 CCL Energy Savings may include CCL removed from invoices, reduced CCL, retrospective repayments, supplier credits and other CCL-related financial benefits.

12.6 Ordinary commercial savings arising solely from changing or renegotiating an energy supply tariff are not Energy Savings unless we have expressly agreed to provide those services.

13.1 We will calculate Energy Savings quarterly using your actual energy invoices and other relevant evidence.

13.2 You agree to upload or otherwise provide all invoices and information reasonably required to complete each quarterly calculation.

13.3 Where an Energy Relief appears directly on an energy invoice, Energy Savings will ordinarily be calculated by reference to the relevant energy consumption, the charges that would have applied without the Energy Relief and the charges actually incurred after application of the Energy Relief.

13.4 Where an Energy Relief is not separately shown on an invoice, we may calculate the Energy Saving using actual energy consumption, applicable policy, levy or tax rates, supplier information, government or market information, previous invoices and other reliable evidence.

13.5 Government payments, rebates, refunds and other Energy Savings not appearing on an energy invoice will be included in the Quarter in which they are received, credited or otherwise become available to you, unless a different treatment is reasonably required to reflect the period to which they relate.

13.6 Where an energy invoice spans more than one Quarter, we may reasonably apportion the Energy Savings between the relevant Quarters.

13.7 For illustration only, if a Standard Service Client achieves £40,000 of Energy Savings during a Quarter, the Fee will be £2,500 on the first £25,000 at 10% plus £750 on the remaining £15,000 at 5%, giving a total Fee of £3,250 plus VAT.

14.1 Following each quarterly calculation, we will issue an invoice for the Fee relating to that Quarter.

14.2 Invoices will normally be based on actual Energy Savings determined from actual energy invoices and other relevant evidence.

14.3 Our Fees are payable by Direct Debit.

14.4 You are not required to establish a Direct Debit mandate as part of the initial Energy Relief Vault registration process.

14.5 We will ask you to establish a valid Direct Debit mandate before the first Fee becomes payable.

14.6 Once established, you must maintain a valid Direct Debit mandate throughout the remainder of the Contract Period and for so long afterwards as any Fees remain payable under this Agreement.

14.7 We will provide an invoice and any advance notice required under the applicable Direct Debit scheme rules before collecting payment.

14.8 The amount collected will correspond to the amount shown on the relevant invoice or applicable Direct Debit notice.

14.9 Cancellation of a Direct Debit mandate does not terminate this Agreement, does not terminate our entitlement to Fees and does not affect your obligation to pay amounts already due or becoming due.

14.10 If a Direct Debit mandate is cancelled, expires or becomes invalid, you must establish a replacement mandate when requested.

14.11 If we are unable to collect an amount due, we may attempt collection again, request payment by another method, suspend some or all Services while an amount remains overdue and exercise any other rights available to us.

14.12 Interest and compensation may be charged on overdue commercial debts in accordance with applicable law.

15.1 If an energy invoice or Energy Saving used in an earlier calculation is subsequently corrected, reversed or adjusted, we will make a corresponding adjustment to the Energy Savings and Fee.

15.2 Where an earlier Fee was understated, the additional amount may be included in a subsequent invoice.

15.3 Where an earlier Fee was overstated, the amount will normally be credited against a subsequent invoice or refunded where appropriate.

15.4 Where an Energy Relief is subsequently withdrawn, reduced or recovered, we will make a reasonable adjustment to our Fee to reflect the actual Energy Saving ultimately retained by you.

15.5 No adjustment is required where the loss or repayment of the Energy Relief results from inaccurate or misleading information supplied by you, failure to notify a relevant change, failure to meet an ongoing compliance requirement, failure to retain or provide required evidence, or another breach of your obligations under this Agreement, unless we agree otherwise.

15.6 If actual information required to complete a quarterly calculation is unavailable because you have not provided it, we may defer the calculation until the information is supplied, obtain information directly from an energy supplier where authorised, or calculate a reasonable provisional amount using previously verified information or other reliable evidence.

15.7 Any provisional calculation will be reconciled against actual information when it becomes available.

16.1 Where our engagement includes BICS, the Services may include:

16.1.1 eligibility assessment and analysis of eligible manufacturing activities;

16.1.2 product and classification analysis;

16.1.3 Site-level assessment and review of electricity consumption, invoices and MPANs;

16.1.4 energy apportionment and preparation of supporting calculations and evidence;

16.1.5 preparation of Application information and assistance with submission;

16.1.6 monitoring implementation of the exemption and quarterly calculation of BICS Energy Savings;

16.1.7 annual declaration support;

16.1.8 periodic full eligibility reassessment as required by the scheme;

16.1.9 change-of-circumstances notifications; and

16.1.10 support with reasonable compliance or verification requests.

16.2 You acknowledge that BICS eligibility, relief percentages, record-keeping and administrative requirements are determined by government and may change during the Contract Period.

16.3 We may change our methodology or processes where reasonably necessary to reflect changes in legislation, regulations, scheme rules or government guidance.

16.4 The Client remains responsible for its BICS Application and the accuracy of information submitted even where we prepare or submit information on its behalf.

16.5 Where authorisation from a Companies House registered officer or another authorised person is required, you agree to arrange that authorisation promptly.

16.6 You must retain all BICS records and supporting evidence for the period required by the applicable scheme rules.

16.7 You must promptly notify us of material changes that could affect BICS eligibility or the level of relief.

17.1 Where CCL is included within our engagement, we may assess whether energy consumed by you qualifies for an exemption, reduced rate, repayment or other relief.

17.2 CCL Services may include:

17.2.1 analysis of energy use and identification of potentially qualifying activities;

17.2.2 calculation of qualifying percentages and energy apportionment;

17.2.3 preparation or review of supporting analysis, forms, certificates or supplier notifications;

17.2.4 assistance with retrospective claims where available;

17.2.5 ongoing monitoring and review of energy invoices; and

17.2.6 quarterly calculation of actual CCL Energy Savings.

17.3 You must notify us promptly if your energy use, manufacturing processes or other circumstances relevant to CCL materially change.

18.1 Where continuing compliance is required to maintain an Energy Relief, you agree to cooperate with us throughout the Contract Period.

18.2 This may include:

18.2.1 providing periodic energy invoices;

18.2.2 updating production, product and Site information;

18.2.3 confirming company, ownership and meter information;

18.2.4 notifying changes in operations;

18.2.5 providing updated evidence;

18.2.6 approving annual declarations;

18.2.7 completing periodic reassessments; and

18.2.8 responding to Scheme Authority requests.

18.3 We are not responsible for loss of an Energy Relief resulting from your failure to provide required information, evidence, authority or approvals.

19.1 During the Contract Period, you appoint us as your adviser in relation to each Energy Relief covered by this Agreement.

19.2 You must not appoint another adviser to replace us or provide substantially the same Services in relation to the same Energy Relief without our written agreement.

19.3 Nothing in this clause prevents you from obtaining independent legal, accounting, tax or other professional advice.

20.1 You may terminate this Agreement if we commit a material breach and, where that breach is capable of remedy, fail to remedy it within 30 days after receiving written notice from you.

20.2 You may ask us to cease providing Services for convenience before expiry of the Contract Period. If we agree to cease active Services, this does not remove our entitlement to Fees on Energy Savings arising during the remainder of the Contract Period from an Energy Relief identified, assessed, secured, implemented or maintained through work undertaken by us.

20.3 Clause 20.2 applies whether the Energy Savings are received directly by you, reflected on an energy invoice, received after another adviser is appointed, received without further involvement from us or subsequently administered internally by you.

20.4 Following cessation of active Services under clause 20.2, you must continue to provide information reasonably necessary to establish the actual Energy Savings on which our Fee remains payable.

20.5 If you fail to provide that information, we may calculate Energy Savings using other reasonably available evidence, subject to reconciliation if actual information later becomes available.

20.6 We will not charge a Fee on an entirely separate Energy Relief secured independently after termination where that relief did not arise from or relate to work undertaken by us.

20.7 We may suspend or terminate Services if:

20.7.1 you materially breach this Agreement;

20.7.2 you fail to provide information reasonably required to provide the Services;

20.7.3 information supplied by you is materially inaccurate or misleading;

20.7.4 required client verification cannot be completed;

20.7.5 we reasonably suspect fraud or unlawful activity;

20.7.6 an amount due remains unpaid;

20.7.7 continuing to act would breach legal, regulatory, ethical or professional obligations;

20.7.8 you enter an insolvency process;

20.7.9 the relevant Energy Relief ceases to exist; or

20.7.10 we otherwise have reasonable professional grounds for ceasing to act.

20.8 Where a breach is capable of remedy, we will normally give you a reasonable opportunity to remedy it unless legal, regulatory, fraud-prevention or other circumstances require immediate action.

20.9 Termination or suspension does not affect Fees already accrued or our entitlement to Fees on continuing Energy Savings generated by an Energy Relief secured through Services already performed, except where termination results directly from our material breach.

21.1 During the Contract Period, the Standard Service includes reasonable assistance with Scheme Authority enquiries relating directly to Services undertaken by us.

21.2 Unless separately agreed, this does not include litigation, tribunal proceedings, judicial review, criminal investigations, allegations of fraud or deliberate wrongdoing, substantial forensic investigations or independent legal representation.

22.1 Work materially outside the agreed scope of the Standard Service or Advanced Service may constitute an Additional Service.

22.2 We will notify you of any material additional charge before undertaking that work.

22.3 Additional Services may be charged at an agreed fixed fee, hourly or daily rate, additional success fee or another basis agreed between us.

23.1 We do not guarantee:

23.1.1 eligibility for an Energy Relief;

23.1.2 acceptance of an Application;

23.1.3 a particular exemption percentage or level of relief;

23.1.4 a particular amount of Energy Savings;

23.1.5 the date from which an Energy Relief will apply;

23.1.6 that an Energy Relief will continue for an anticipated period; or

23.1.7 that legislation, government policy, levy rates, scheme rules or supplier treatment will remain unchanged.

23.2 Final decisions regarding eligibility and entitlement are made by the relevant Scheme Authority.

23.3 Any savings figure or eligibility indication displayed before our final assessment is an estimate only and should not be treated as a guarantee.

24.1 Each Party will keep confidential information received from the other confidential and use it only for purposes connected with this Agreement.

24.2 We may disclose confidential information where reasonably necessary:

24.2.1 to our employees, consultants, subcontractors and professional advisers;

24.2.2 to technology and service providers used to provide Energy Relief Vault;

24.2.3 to Scheme Authorities and energy suppliers;

24.2.4 with your authorisation; or

24.2.5 where required by law or a professional or regulatory obligation.

24.3 This clause does not apply to information that is already lawfully public, was lawfully known to the receiving Party before disclosure or is lawfully received from another source without a duty of confidentiality.

25.1 Each Party will comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.

25.2 We may process personal data where necessary to:

25.2.1 provide the Services and manage Energy Relief Vault accounts;

25.2.2 perform identity, company and compliance checks;

25.2.3 communicate with you, Scheme Authorities and energy suppliers;

25.2.4 manage billing and payment;

25.2.5 prevent fraud and maintain security;

25.2.6 maintain professional records; and

25.2.7 comply with legal, regulatory and professional obligations.

25.3 We may use third-party providers for cloud hosting, data storage, identity verification, artificial intelligence, document analysis, communications, billing, payment processing and other technology required to provide the Services.

25.4 Where required, appropriate safeguards will be used for international transfers of personal data.

25.5 Further information concerning our processing of personal data is contained in our Privacy Notice.

26.1 You retain ownership of information, documents and data supplied by you.

26.2 We retain ownership of all intellectual property rights in Energy Relief Vault and in our software, methodologies, calculation models, algorithms, workflows, templates, report formats, databases, know-how and other materials developed or used by us.

26.3 We grant you a non-exclusive licence to use final reports and deliverables prepared specifically for you for your internal business purposes, to support the relevant Energy Relief, when dealing with Scheme Authorities and energy suppliers, and when obtaining professional advice.

26.4 You grant us the right to use information and materials supplied by you to the extent reasonably necessary to provide the Services.

27.1 You are responsible for maintaining the confidentiality of your Energy Relief Vault login credentials.

27.2 You must notify us promptly if you believe an account or login credential has been compromised.

27.3 Where your account administrator invites other users, you are responsible for ensuring that those persons are authorised to access Client information.

27.4 We may suspend access where reasonably necessary to protect security, prevent misuse or comply with legal requirements.

28.1 We will use reasonable efforts to make Energy Relief Vault available but do not guarantee uninterrupted or error-free availability.

28.2 The platform may occasionally be unavailable because of maintenance, upgrades, security work, telecommunications failures, third-party service failures or circumstances outside our reasonable control.

28.3 Temporary unavailability does not terminate this Agreement.

28.4 Where the platform is unavailable, we may use reasonable alternative methods to continue providing the Services.

29.1 We may rely on information obtained from you, Companies House, government databases, energy suppliers, Scheme Authorities, public sources and other apparently reliable sources.

29.2 We are not responsible for an error caused by inaccurate third-party information where it was reasonable for us to rely upon it.

29.3 We are not responsible for delay, failure or error by a Scheme Authority, energy supplier, government system, network operator or other third party outside our reasonable control.

30.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

30.2 Subject to clause 30.1, neither Party will be liable for indirect or consequential loss.

30.3 Subject to clause 30.1, we will not be liable for loss of profit, revenue, business opportunity, goodwill or anticipated Energy Savings that were never awarded.

30.4 Subject to clause 30.1, our total aggregate liability arising out of or in connection with a particular Energy Relief will not exceed the total Fees paid or payable to us in respect of that Energy Relief during the 12 months immediately preceding the event giving rise to the claim.

30.5 We will not be responsible for loss resulting from inaccurate or incomplete information provided by you, failure to notify us of a material change, failure to approve or submit information before a deadline, changes in legislation or government policy, decisions made by a Scheme Authority, action or inaction by an energy supplier, failure to maintain required records or failure to comply with continuing eligibility requirements.

31.1 Neither Party will be liable for delay or failure caused by circumstances outside its reasonable control, including failure of government or energy market systems, telecommunications failure, cyber incidents, industrial disputes, natural disasters, acts of government or changes in law.

32.1 We aim to provide a high-quality professional service.

32.2 If you have a complaint, please contact us using the complaints contact details published by Myriad and provide sufficient information for us to investigate.

32.3 We will investigate complaints in accordance with our complaints procedure.

32.4 Where a complaint concerns the professional conduct of an individual who is a member of a relevant professional body, you may also have rights under that body’s applicable complaints or disciplinary procedures.

33.1 You agree that this Agreement and any variation to it may be accepted electronically where the acceptance process clearly identifies the terms being accepted.

33.2 Electronic acceptance has the same contractual effect as signing a paper agreement.

33.3 Communications and notices may be provided through Energy Relief Vault, by email or by another electronic method agreed between us.

33.4 You are responsible for keeping your contact details within Energy Relief Vault accurate and up to date.

34.1 We may amend these Terms where reasonably necessary because of changes in legislation, changes to an Energy Relief, professional or regulatory requirements, technology or security requirements, or improvements to Energy Relief Vault.

34.2 We will provide reasonable notice of any material change affecting an existing engagement.

34.3 We will not increase the Fee percentages applicable to your existing Service without your agreement.

34.4 An upgrade voluntarily accepted by you under clause 6 is not an increase imposed by us for the purposes of clause 34.3.

35.1 You may not transfer or assign this Agreement without our prior written consent.

35.2 We may assign or transfer this Agreement to another company within the Myriad group or as part of a bona fide sale, restructuring or transfer of our business, provided that your rights are not materially reduced.

36.1 Except where expressly stated otherwise, no person other than you and us has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

37.1 Failure or delay by either Party in exercising a right under this Agreement does not waive that right.

37.2 A waiver is effective only in respect of the specific circumstances in which it is given.

38.1 If any provision of this Agreement is held to be invalid or unenforceable, that provision will be treated as modified to the minimum extent necessary or, where modification is not possible, deleted.

38.2 The remaining provisions will continue in full force and effect.

39.1 These Terms and any additional terms expressly accepted by you through Energy Relief Vault or agreed with us in writing constitute the entire agreement between you and us concerning the Services.

39.2 Neither Party relies upon any statement or representation not contained in this Agreement, except that nothing in this clause excludes liability for fraud.

40.1 This Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales.

40.2 You and we irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.