Common use of DATA PROVISION Clause in Contracts

DATA PROVISION. The Supplier shall maintain for each Supply Point the information identified in Part 1, and shall update such information during the Term to reflect any changes to that information, including by adding information for new Supply Points which are added to this Agreement from time to time. The Supplier shall, if requested by the Customer, provide a report to the Customer which identifies each of the items listed in schedule 6 to the Framework Agreement (or otherwise agreed between the Supplier and the Customer), in any of the following formats: EDI format; on an electronic disc in spreadsheet format; in hard copy in spreadsheet format; and/or via e-mail, facsimile or the internet, in all cases in a format that is compatible with the Customer’s computer systems and computer software as notified by the Customer to the Supplier from time to time. The Supplier shall, at the Supplier’s cost, establish any internet link engines or other services that are required to enable the Customer to accept and read reports provided by the Supplier in accordance with sub-clause 11.2 above, including, without limitation, by negotiating with third party software providers who provide computer software services to the Customer. INTERRUPTION If supply to the Site is capable of Interruption, then the provisions of Part 4 shall apply. REPRESENTATIONS AND WARRANTIES Each Party represents to the other Party that: it has obtained all corporate authorisations required to empower it to enter into this Agreement and to perform its obligations hereunder in accordance with its terms; neither the entry into this Agreement nor the obligations contemplated by this Agreement by it shall: violate or conflict with the provisions of its constitutional documents; to its knowledge, amount to a violation or breach of any Applicable Laws or regulations in any relevant jurisdiction; to its knowledge, amount to a violation or default with respect to any relevant order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction to which it is a Party or by which it is bound, which violation or default is material in the context of the transactions contemplated by this Agreement; or to its knowledge, result in a breach of, or constitute a default under, any instrument to which it is a Party or by which it is bound, which breach or default is material in the context of the transactions contemplated by this Agreement; it is duly incorporated and validly existing under the laws of the place of its incorporation; it has not taken any action, nor have any other steps been taken or legal proceedings commenced or, so far as it is aware, threatened against it for its winding-up or dissolution or for any similar or analogous proceedings in any jurisdiction, or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, trustee or similar officer; it has not relied on or been induced to enter into this Agreement by any representation other than those expressly set out in this Agreement; and the obligations under this Agreement constitute its legal, valid and binding obligations enforceable in accordance with their terms, subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to equitable principles of general application, regardless of whether enforcement is sought in a proceeding in equity or at law. The Customer represents and warrants to the Supplier that: the Authority has been fully authorised to act on behalf of the Customer in all aspects of the Framework Agreement, including entering into binding Transactions with the Supplier to meet the natural gas requirements of the Customer and upon terms agreed between the Supplier and the Authority; it is the Customer’s intention to consume natural gas only and it is not the Customer’s intention to speculate in any way. The Customer acknowledges that the provision of quotations by the Supplier to the Authority is only the provision of a price and does not constitute a recommendation or advice to accept or reject such quotation; and it has not and shall not revoke the appointment of the Authority nor appoint an alternative to the Authority otherwise than in accordance with the terms of the Customer Access Agreement. The Supplier represents and warrants to the Customer that: the Authority is not in any way an agent, partner or representative of any kind of the Supplier or any of its associated group of companies; the Customer and the Supply Points are eligible for Supply by the Supplier under the terms of the Supplier’s Licence; the services provided by the Supplier under this Agreement shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Agreement; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive element, including any virus, worm and/or Trojan horse, into systems, data, software or Confidential Information held in electronic form owned by or under the control of, or used by, the Customer; it has secured all necessary third party consents, approvals and permissions, including a Licence, required for the Supplier to supply natural gas to the Customer at the Supply Point; it has acceded to all applicable Industry Documents and the Supplier undertakes that it shall remain in compliance with all applicable Industry Documents; and the Customer shall obtain good title to the natural gas received from the Supplier under this Agreement and that, at the respective Delivery Point, the natural gas so received shall be free from all liens, charges and adverse claims of every description. The Supplier acknowledges that any breach of the warranties in sub-clause 13.3 shall be remedied as a matter of urgency at no cost to the Customer. Failure to remedy (if capable of remedy) such failure so as to comply with sub-clause 13.3 within thirty (30) Working Days of notification by the Customer of the breach of warranty shall constitute a breach of this Agreement entitling the Customer to terminate in accordance with Clause 15. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by Law. FORCE MAJEURE If either Party is prevented or delayed in the performance of its obligations to the other by circumstances of Force Majeure it shall forthwith give written notice to the other Party specifying the period for which it believes that such prevention or delay shall continue. The Party giving such notice shall, subject to sub-clause 14.3, be excused from the performance of its obligations from the date of such notice for the period for which such prevention or delay continues. Notwithstanding sub-clause 14.1, and to the extent the Supplier receives from the owner or operator of any transmission or distribution system through which natural gas is supplied to the Supply Point monies in respect of loss suffered by the Customer, the Supplier shall account to the Customer for the amount so received less any reasonable costs and expenses incurred by the Supplier in connection therewith. If circumstances of Force Majeure occur then, as soon as practicable following notice being given under sub-clause 14.1, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree whatever action is needed to mitigate the effects of Force Majeure and to facilitate the continued performance of this Agreement. For the avoidance of doubt, the obligations of the Parties under this Agreement shall not be suspended under this Clause 14 in relation to Supply Points that are not affected by the circumstances of Force Majeure. EARLY TERMINATION AND ADDITIONAL TERMINATION EVENTS | | | | | | | | | | |

DATA PROVISION. The Supplier shall maintain for each Supply Point the information identified in Part 1, and shall update such information during the Term to reflect any changes to that information, including by adding information for new Supply Points which are added to this Agreement from time to time. The Supplier shall, if requested by the Customer, provide a report to the Customer which identifies each of the items listed in schedule Schedule 6 to the Framework Agreement (or otherwise agreed between the Supplier and the Customer), in any of the following formats: EDI format; on an electronic disc in spreadsheet format; in hard copy in spreadsheet format; and/or via e-mail, facsimile or the internet, in all cases in a format that is compatible with the Customer’s computer systems and computer software as notified by the Customer to the Supplier from time to time. The Supplier shall, at the Supplier’s cost, shall establish any internet link engines or other services that are required to enable the Customer to accept and read reports provided by the Supplier in accordance with sub-clause 11.2 aboveClause 11.2, including, without limitation, by negotiating with third party software providers who provide computer software services to the Customer. INTERRUPTION If supply to the Site is capable of Interruption, then the provisions of Part 4 shall apply. REPRESENTATIONS AND WARRANTIES Each Party warrants, represents and undertakes to the other Party that: it has obtained all corporate authorisations required to empower it to enter into this Agreement and to perform its obligations hereunder in accordance with its terms; neither the entry into this Agreement nor the obligations contemplated by this Agreement by it shall: violate or conflict with the provisions of its constitutional documents; to its knowledge, amount to a violation or breach of any Applicable Laws or regulations in any relevant jurisdiction; to its knowledge, amount to a violation or default with respect to any relevant order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction to which it is a Party or by which it is bound, which violation or default is material in the context of the transactions contemplated by this Agreement; or to its knowledge, result in a breach of, or constitute a default under, any instrument to which it is a Party or by which it is bound, which breach or default is material in the context of the transactions contemplated by this Agreement; where applicable, it is duly incorporated and validly existing under the laws of the place of its incorporation; it has not taken any action, nor have any other steps been taken or legal proceedings commenced or, so far as it is aware, threatened against it for its winding-up or dissolution or for any similar or analogous proceedings in any jurisdiction, or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, trustee or similar officer; it has not relied on or been induced to enter into this Agreement by any representation other than those expressly set out in this Agreement; and the obligations under this Agreement constitute its legal, valid and binding obligations enforceable in accordance with their terms, subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to equitable principles of general application, regardless of whether enforcement is sought in a proceeding in equity or at law. The Customer represents and warrants to the Supplier that: the Authority has been fully authorised to act on behalf of the Customer in all aspects of the Framework Agreement, including entering into binding Transactions with the Supplier to meet the natural gas requirements of the Customer and upon terms agreed between the Supplier and the AuthorityTransactions; it is the Customer’s intention to consume natural gas only and it is not the Customer’s intention to speculate in any way. The Customer acknowledges that the provision of quotations gas procurement services to be provided by the Supplier to the Authority is only under the provision of a price and does Framework Agreement will not constitute a recommendation or advice to accept enter into one or reject such quotationmore Transactions; and it has not and shall not revoke the appointment of the Authority nor appoint an alternative to the Authority otherwise than in accordance with the terms of the Customer Access Agreement. The Supplier represents represent, warrants and warrants undertakes to the Customer that: the Authority is not in any way an agent, partner or representative of any kind of the Supplier or any of its associated group of companies; the Customer and the Supply Points are eligible for Supply by the Supplier under the terms of the Supplier’s Licence; the services provided by the Supplier under this Agreement shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Agreement; it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive element, including any virus, worm and/or Trojan horse, into systems, data, software or Confidential Information held in electronic form owned by or under the control of, or used by, the Customer; it has secured all necessary third party consents, approvals and permissions, including a Licence, required for the Supplier to supply natural gas to the Customer at the Supply Point; it has acceded to all applicable Industry Documents and the Supplier undertakes that it shall remain in compliance with all applicable Industry Documents; and the Customer shall obtain good title to the natural gas received from the Supplier under this Agreement and that, at the respective Delivery relevant Metering Point, the natural gas so received shall be free from all liens, charges and adverse claims of every description; and it has not committed any act or omission which would, if it occurred after the date of this Agreement, constitute a breach of Clause 27.1. The Supplier acknowledges and undertakes that any breach by it of the warranties warranties, representations or undertakings in sub-clause Clause 13.1 or Clause 13.3 shall be remedied by the Supplier as a matter of urgency at no cost urgency. Without prejudice to the Customer. Failure generality of Clause 15.1.2 or Clause 15.1.3, any failure to remedy (if capable of remedy) such failure so as to comply with sub-clause 13.3 breach within thirty (30) Working Days of notification by the Customer of the breach of warranty, or breach of any warranty which is not capable of remedy, shall constitute a breach of this Agreement entitling the Customer to terminate in accordance with Clause 15. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by Law. FORCE MAJEURE EVENTS If either Party is prevented or delayed in the performance of its obligations to the other by circumstances of a Force Majeure Event (“Affected Party”) it shall forthwith give written notice to the other Party specifying the period for which it believes that such prevention or delay shall continue. The Affected Party giving such notice shall, subject to sub-clause 14.3Clause 14.4, be excused from the performance of its obligations from the date of such notice for the period for which such prevention or delay continues. Notwithstanding sub-clause Clause 14.1, and to the extent the Supplier receives from the owner or operator of any transmission or distribution system Distribution System through which natural gas is supplied to the Supply Point monies in respect of loss suffered by the Customer, the Supplier shall account to the Customer for the amount so received less any reasonable costs and expenses incurred by the Supplier in connection therewith. If circumstances of a Force Majeure occur Event occurs then, as soon as practicable following notice being given under sub-clause Clause 14.1, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree whatever action is needed to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement. For An Affected Party cannot claim relief pursuant to this Clause 14: if the avoidance relevant Force Majeure Event results from any wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event of doubtthe Affected Party; if the relevant Force Majeure Event results from a failure or delay by any other person in the performance of that other person's obligations under a contract with the Affected Party (unless that other person is itself prevented from or delayed in complying with its obligations as a result of an event which is equivalent to a Force Majeure Event); or to the extent that the Affected Party does not use all reasonable endeavours (including, without limitation, carrying out all of those actions agreed pursuant to Clause 14.3), and Good Industry Practice, to mitigate the effect of the Force Majeure Event and to continue to perform the relevant obligation notwithstanding the existence of the Force Majeure Event. The obligations of the Parties under this Agreement shall not be suspended under this Clause 14 in relation to Supply Points that are not affected by the circumstances of Force MajeureMajeure Event. EARLY TERMINATION AND ADDITIONAL TERMINATION EVENTS | | | | | | | | | | |Either Party may terminate this Agreement immediately by notice in writing if: the other Party fails to make, when due, any payment required to be made by it under this Agreement, other than in the case of an unresolved Disputed Payment, and such failure is not remedied on or before the twentieth (20th) Working Day after notice of such failure is given to the Party; the other Party fails to observe or perform any of the terms of this Agreement which apply to it, if such failure is: (i) material, and not remedied on or before the thirtieth (30th) Working Day after notice of such failure is given to the Party; (ii) material and not capable of remedy: or (iii) persistent such that, taken together with other, similar or repeated breaches, it has a substantial impact on the other Party; any representation or warranty made by the other Party in this Agreement is or becomes untrue, inaccurate or misleading in any material respect; any necessary licence, authorisation or consent of the other Party, including any financial services licence or exemption from holding such a licence, is revoked, not renewed or suspended, or any applicable conditions of such licence are not complied with; a supervisor, liquidator, receiver, administrator, administrative receiver or any other encumbrancer takes possession of or is appointed over, or any distress, execution or other process is levied or enforced upon, the whole or any part of the assets of the other Party; the other Party ceases to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; an order is made or a petition is presented or a resolution is passed for the making of an administration order or the winding-up, bankruptcy or dissolution of the other Party, other than for the purpose of reorganisation or as part of a scheme of reconstruction or amalgamation which has been approved by the other Party;