1.1

You accept from us the supply of natural gas and other associated services as necessary or as agreed in accordance with these terms and conditions, our prices, our Dispute Resolution Process, and any agreed Special Terms (together forming the ‘Agreement’).

1.2

Your Special Terms (if any) prevail if there is any conflict or inconsistency between them and these standard terms.

2.1

Unless we agree on a different date as set out in your Special Terms, you will be bound by this Agreement from the earlier of:

2.2

This Agreement continues until terminated under clause 16.

2.3

This Agreement is our entire agreement and supersedes all prior agreements, understandings, and communications between us (other than any Special Terms) relating to the supply of natural gas and associated services. It is subject to all statutes, regulations, industry rules and codes of practice relating to natural gas supply, as well as any requirements that the Network Operator may impose relating to use of its local pipeline network.

3.1

We will supply you with natural gas and provide other associated services as necessary or as agreed in accordance with your pricing plan or Special Terms (if any) and we will at all times ensure the quality of the services that we provide to you meets:

3.2

In order to supply you with these services you and your gas installation, fittings, and appliances must comply with all legal requirements and applicable statutes, regulations, and industry rules and codes of practice, and with the Network Operator’s requirements for connection to its distribution network. We will assist you to obtain details of those requirements, but are under no obligation to provide you with natural gas or associated services until all such requirements are met.

4.1

Responsibility for natural gas passes to you on delivery of natural gas to your Connection Point.

4.2

You agree to notify us, in advance, of any significant and foreseeable change in your natural gas consumption volume or pattern, or of any proposed change in Equipment at your premises that may affect your natural gas supply in any material way.

5.1

You are responsible for repairing and maintaining all Equipment and gas appliances on your premises that are not owned or provided by us or Our Representatives.

5.2

You agree not to claim, nor attempt to give any other person, any ownership or security rights in any Equipment on your premises owned by us or Our Representatives.

5.3

You further agree:

5.4

In relation to your obligation to provide us with advance notice of any proposed excavation or modification to your property, network operators often offer a free gas pipe location service by arrangement. If any part of the network needs to be moved or altered in any way, we can assist you to have the Network Operator do so, which may be at your expense.

5.5

You must inform us immediately of any emergency involving your natural gas supply or Meters, fittings, or natural gas supply Equipment including, but not limited to, any suspected gas leaks.

5.6

We may charge you for:

6.1

Unless otherwise agreed, the quantity of natural gas delivered to your Connection Point will need to be measured by a Meter, which we or Our Representatives will supply to you. We or Our Representatives may either physically read or electronically read the Meter.

6.2

You must not disconnect or replace any Meter that we or Our Representatives supply to you with another Meter (other than with a Meter also supplied by us or Our Representatives), or permit such disconnection or replacement, while this Agreement remains in force.

6.3

The Meter will be deemed to be accurate and all measurements taken from the Meter will be binding on us both unless either of us disputes the accuracy of the Meter. In that event, the relevant provisions of industry rules and protocols shall apply.

6.4

If you think that the Meter is faulty, we or Our Representatives will check the Meter for you and charge you for this service. We will not charge you a fee if the Meter is found to be producing inaccurate readings.

6.5

If the Meter is determined, under the relevant industry rules and protocols, to be producing inaccurate readings, then as soon as reasonably practicable after that determination is made we will issue a correcting notice. Any adjustment to our record of your natural gas usage will be reflected in subsequent invoices. Adjustments in your favour will be credited to your account or you may request repayment by cheque of any amount of credit that exceeds the amount payable on your next invoice. If the adjustments are in our favour, unless otherwise agreed, you will pay the corrected amount owing to us within 10 Business Days of us advising you of the amount payable.

6.6

We will arrange and pay for repair of Equipment provided by us or Our Representatives, except if we find tampering with that Equipment. If such tampering has prevented all or part of the natural gas usage at your premises from being accurately measured, we may disconnect your supply, take legal action against you, and charge you (and you will pay) for:

7.1

You must ensure that we and Our Representatives have safe and unobstructed access to your premises during our or Our Representatives’ (as applicable) normal working hours, or at a time arranged with you, for the following purposes:

7.2

You must also ensure that we and Our Representatives have safe and unobstructed access over your premises at any time for the following purposes:

7.3

If you do not ensure that we or Our Representatives have safe and unobstructed access to your property or the Meters or fittings, or if the location or other characteristics of your property make it difficult for us or Our Representatives to access your property and/or read the Meter, we may charge you for any additional costs incurred (including any applicable callout or other fees) and your supply of natural gas may be disconnected.

7.4

The access rights conferred under this clause 7 are in addition to any access rights conferred by any statute or regulation.

8.1

We may require you to pay a bond as security for payment. We may use the bond to cover any amount overdue or otherwise owed to us by you.

8.2

We will hold the bond on trust in a separate account to our trading accounts until it is refunded to you, or until it is used to pay any amount overdue or otherwise owing as provided in this Agreement. We will refund the bond to you by either crediting your energy account or sending you a cheque, provided your invoices have been paid in full for a continuous 12 month period, or when we stop supplying energy to you and all your outstanding invoices have been paid in full. No interest will be payable on the bond.

9.1

Unless otherwise agreed, our charges for natural gas supply will be based on readings of the Meter or on our estimates of your usage.

9.2

The Meter will be read by us or Our Representatives at least once every 3 months, unless we or Our Representatives are unable to do so or unless otherwise agreed. If you would prefer any invoice to be based on an actual Meter reading instead of an estimate, you may read the Meter and provide that reading to us. However, acceptance of Customer-provided Meter readings is at all times at our absolute discretion. If you have more than one Meter on your property, a different pricing plan may apply to each Meter.

10.1

If there are Special Terms, you agree to pay the prices (plus GST) set out in the Special Terms for natural gas supplied to your Connection Point and associated services. You also agree to pay such prices (plus GST) as we may from time to time charge you for natural gas and associated services not expressly covered under your Special Terms, including in circumstances where the services provided are in addition to those services with specified rates identified in your Special Terms.

10.2

If there are no Special Terms, or the Special Terms have expired, you agree to pay the prices (plus GST) for natural gas and associated services as notified to you by us from time to time.

10.3

Our invoices may include charges for network services or other services (that relate directly or indirectly to our continued supply of natural gas to you) provided by the Network Operator or other third parties. You agree to pay us all such charges (plus GST) in accordance with clause 10.5 and any other charges payable by you under this Agreement. We will apply all such payments on the basis agreed between us and the Network Operator or such third parties.

10.4

We will invoice you on a regular basis (normally once a month) for amounts payable by you under this Agreement unless agreed otherwise. Where we also supply you with electricity, charges for electricity, natural gas, and all associated services may be combined onto a single monthly bill.

10.5

You must pay us the full amount of our invoice within 24 days of the invoice date. If you fail to do so, we may charge a late payment fee on the unpaid amount. The late payment fee will be equal to 4 percentage points above the Interest Rate, calculated from the due date until the date payment is received by us. We may also recover from you any collection costs, revenue recovery costs, legal fees, or other costs incurred by us relating to late payment or non-payment (including dishonoured payment) of our invoices. If you have difficulty paying an invoice, you should contact us to make a suitable payment arrangement, otherwise the amount will be treated as being overdue, and your natural gas supply and/or electricity supply may be disconnected.

10.6

If you dispute the accuracy of an invoice, you must notify us of the dispute, and the amount in dispute, before the due date for payment. The only disputes to which this clause applies are disputes as to accuracy. Undisputed amounts must still be paid by the due date, but you may withhold the disputed amount until the dispute is resolved in accordance with clause 15. If the withheld amount is found to be payable by you, you must pay us the amount withheld, plus a late payment penalty equal to 4 percentage points above the Interest Rate calculated from the due date until the date payment is received by us. If you have paid a disputed amount and it is found that we have made an error and charged you an incorrect higher amount then we will refund the difference between the incorrect and correct amounts by crediting your energy account.

11.1

Your natural gas supply may be interrupted or reduced, or your Meter temporarily disconnected:

11.2

If we, or the Network Operator, plan an interruption, we or the Network Operator (as the case may be) will try to give you at least 2 days’ notice of the interruption either by mail, by a public notice in a local newspaper, or by telephone.

12.1

We, the Network Operator, or Our Representatives may disconnect the natural gas supply to you if:

12.2

Disconnection of your natural gas supply may be immediate if we or the Network Operator need to protect health or safety or prevent damage to property or if we are instructed by the Network Operator. In any other circumstances we will give you at least 7 days’ notice of disconnection.

12.3

If we agree, at our absolute discretion, to reconnect your natural gas supply, we may require one or more of the following prior to reconnection:

12.4

If your natural gas supply is disconnected at your request (including temporary disconnections) or because of your breach of this Agreement then you must pay us on demand the costs of disconnection and reconnection and all our associated fees and charges. If we attempt to disconnect your natural gas supply as permitted by this Agreement but are unable for any reason to do so, we may charge you for any additional reading(s) of the Meter that may be required and/or for all our costs associated with the attempted disconnection.

13.1

We do not own the network of pipelines through which natural gas is delivered to you. The Network Operator owns and is responsible for the network including monitoring and maintaining the equipment used in the provision of network services in accordance with good industry standards.

13.2

You may have an agreement directly with the Network Operator for network services. In most instances, however, we have an agreement with the Network Operator to provide network services to you.

13.3

We or the Network Operator may charge you directly for network services or the Network Operator may appoint us or our representatives its agent to collect the charges for network services from you and pay the charges to them. Unless you are given notice directly by the Network Operator, we will give you at least 30 days’ notice of any changes to the charges for network services unless and to the extent that our agreement with the Network Operator require such changes to be made in circumstances where we are unable to give you that period of notice, in which case we will try to give you as much notice as practicable.

13.4

If the Network Operator has entered into an agreement with us or our representatives it will contain certain terms and conditions that you are required to meet. Many of these conditions have been included elsewhere in this Agreement. In addition you:

13.5

The terms and conditions included in this Agreement at the request of the Network Operator are for the benefit of the Network Operator, its directors, employees, and authorised agents pursuant to the Contracts (Privity) Act 1982.

14.1

Nothing in this clause shall limit or reduce your rights (if any) under the Consumer Guarantees Act 1993, unless you acquire natural gas or other goods and services from us for the purpose of a business, in which case you agree that the Consumer Guarantees Act will not apply.

14.2

If, as a result of our negligence, property has been physically damaged and the loss to you was reasonably foreseeable, we will pay the costs of repairing the damage or, at our discretion, replacing the damaged property.

14.3

We will not be liable to you for:

14.4

If, for any reason other than the application of the Consumer Guarantees Act, we cannot rely on the above exclusions of liability, then our liability will be limited to:

14.5

You will indemnify us, and Our Representatives, for all costs, losses, liabilities, claims, or damages (including legal costs) that may be incurred:

14.6

This clause 14 is also for the benefit of, and is enforceable by, Our Representatives pursuant to the Contracts (Privity) Act 1982.

15.1

Our Dispute Resolution Process is a free service and will apply if you have a complaint or a dispute about any matter in relation to this Agreement (other than a complaint about the nature or level of our charges). A copy of our Dispute Resolution Process can be obtained, free of charge, on request or viewed on our website www.mercury.co.nz.

15.2

If you dispute the correctness of charges on your invoice we will not disconnect your natural gas for non-payment of the disputed portion of your invoice until the matter has been dealt with through our Dispute Resolution Process. This will not prevent disconnection for other reasons, such as a failure to pay undisputed amounts or a failure to provide access to your property for Meter reading purposes.

15.3

Once a dispute about charges is resolved, we will promptly credit your account with us with any amount found to be due to you or you will pay us, within 10 Business Days, any amount owed to us by you. If you do not pay us within that time the account will be treated as overdue and we may charge you late payment fees and/or disconnect your natural gas supply.

16.1

Subject to any fixed term under your Special Terms (if any) you may terminate this Agreement by giving us at least 4 Business Days’ notice. If you have applied to switch to another natural gas supplier, that supplier will advise us so that we can together undertake the switch process. You shall remain our Customer until the switch process is completed.

16.2

If you breach any material term of this Agreement we may, at our discretion, immediately terminate this Agreement. If you breach any non-material term of this Agreement, we may give you 10 Business Days’ written notice of default. If you:

16.3

We may also terminate this Agreement:

16.4

On termination of this Agreement, we may disconnect your supply and immediately cease supplying natural gas and associated services to you.

16.5

You will remain responsible for paying for all natural gas and associated services supplied to you prior to termination, completed switch to another retailer or disconnection (whichever is the later).

16.6

If you wish to cease supply to your premises you must give us at least 48 hours notice to enable us to take a final Meter reading.

17.1

If you move out of your property, you must give us at least 4 Business Days’ advance notice together with details of your forwarding address. We will arrange for a final Meter reading to be carried out. The charge for that service, and our natural gas charges, will be included in your next invoice.

17.2

Depending on where you move in the North Island, we may still be able to supply you with natural gas. If you wish us to supply natural gas to you at your new address please give us at least 4 Business Days’ notice. If we agree, at our absolute discretion, to commence supplying you with natural gas to your new address, your account with us will, from the date such supply commences, cover both the supply of natural gas, electricity, and associated services at your new address and all outstanding charges carried over from your old address.

17.3

If you sell or otherwise dispose of the business to be supplied with natural gas under this Agreement, you must give us at least 4 Business Days’ advance written notice, together with details of the new owner.

17.4

If you do not give us any of the notifications required under this clause 17, you will remain liable for all natural gas and associated services supplied to the premises being supplied until such notice is actually received by us or the date some other person becomes our Customer in respect of those premises, whichever is the earlier.

Neither of us is liable to the other for a delay in or failure to perform our obligations if that failure arises directly or indirectly by reason of Force Majeure. In the event of Force Majeure we will however try and restore normal services as soon as we are able to do so.

19.1

We may change these standard terms, our Dispute Resolution Process, and/or our standard pricing (if not covered by Special Terms) at any time by giving you at least 30 days’ prior notice.

19.2

Details of other changes to this Agreement or the charges we pass on to you from the Network Operator or other third parties will be given to you either by letter, by notice on your invoice, or by notice published in a newspaper circulated in your area.

20.1

We may notify you of any matter in accordance with any express provision of these standard terms.

20.2

Without limiting clause 20.1, but subject to any Special Terms agreed with you, we will send any written notice or invoice to you by either:

20.3

Notices are deemed to have been received:

21.1

You agree to provide us with such information as we may require from you for the purposes of this Agreement. You agree that no reasonable request will be refused, including requests for the supply of information or data in a specified manner or to a specified timetable.

22.2

We may need to collect from you personal information (e.g., name, address, bank details of you, directors, and shareholders) so we can supply natural gas to you and carry out our responsibilities under this Agreement. The information you give us must be correct and complete. If any of the information becomes incorrect or changes please let us know as soon as possible.

23.3

We will hold any personal information secure and the person to whom such information relates may at any time request access to, or (if necessary) correction of, that information. We will only use the information for the purpose of supplying you with natural gas and associated services, and for providing you with information about other goods and services that we, the Network Operator, or (unless you instruct us otherwise) other persons may from time to time wish to offer you.

24.4

We may check the information or collect other information about you (and, if applicable, your directors, shareholders, etc.) from other organisations or people such as credit agencies and the Network Operator.

21.5

We will not disclose any personal information to any other person other than:

21.6

You acknowledge and agree that we may record our telephone conversations with you to assist us with complying with our obligations under this Agreement. Such recordings are normally kept for a short time and then destroyed. If we do make such recordings, they will be kept secure and you may request, at any time, access to them.

22.1

You agree not to disclose the provisions of any Special Terms to any other person, except with our prior written consent.

22.2

We each agree to maintain the confidentiality of each other’s confidential information, and to only use and disclose such information for the purposes of exercising our rights or performing our obligations under this Agreement or as otherwise required by law.

23.1

We may assign or transfer rights or obligations under this Agreement by notice to you. On giving that notice, we will be released from the obligations assigned or transferred, and the assignee or transferee will assume those obligations.

23.2

We may subcontract or delegate the performance of any of our obligations under this Agreement.

24.1

No waiver of any breach, or failure to enforce any provision of this Agreement, by either party shall affect, limit, or waive that party’s right to enforce and compel strict compliance with the provisions of this Agreement.

24.2

If any provision of this Agreement is held to be invalid, unlawful, or unenforceable, then that provision shall be deemed to be modified only to the extent necessary to remedy that result. We will then promptly negotiate the relevant terms of this Agreement to restore the original balance of benefits and burdens.

24.3

On termination of this Agreement, the following provisions shall remain in effect until their purpose is served:

25.1

Except where the context otherwise requires:

‘Agreement’ means these standard terms and your Special Terms (if any).

‘Business Day’ means a day, other than a Saturday or Sunday, on which New Zealand registered banks are open for business in Auckland.

‘Connection Point’ means the point at which the gas pipes on your property connect to the outlet pipe of the meter.

‘Customer’ means a non-residential customer, including non-profit organisations and businesses.

‘Dispute Resolution Process’ means Mercury Energy’s dispute resolution process set out in the published booklet.

‘Equipment’ means any Meter, telemetry equipment, and other equipment used to measure or record natural gas usage, to transmit or convey natural gas usage data, or to supply natural gas to your Connection Point or any associated equipment.

‘Force Majeure’ means an event or circumstance beyond a party’s reasonable control including (without limitation) any act of God, earthquake, fire, lightning, flood, storm or other natural disaster, industrial disputes, civil disturbances, terrorism or malicious damage, partial or entire failure of the natural gas distribution networks operated by, or actions of or failure to act by, the Network Operator, explosion, breakage or accident to any equipment or facility necessary to supply, deliver or take natural gas under this Agreement, and lack of production, but does not include:

‘GST’ means goods and services tax as defined by the Goods and Services Tax Act 1985.

‘Interest Rate’ means the Bank of New Zealand’s 90-day bank bill bid rate on the relevant date or, if that day is not a Business Day, the next Business Day.

‘Meter’ means metering equipment and other apparatus to measure the quantity of natural gas conveyed and/or patterns of natural gas usage and/or natural gas demand, and any associated fittings.

‘Network Operator’ means the company that operates the natural gas distribution network by which natural gas is supplied to your Connection Point, and for the purposes of clause 13, includes the Network Operator’s directors, officers, employees, authorised agents, contractors and professional advisers.

‘Our Representatives’ may include any of the following:

‘Special Terms’ means the special terms that may have been agreed between us that add to or modify these standard terms.

‘We’, ‘us’, ‘our’ means Mighty River Power Limited trading as Mercury Energy and includes its officers, employees, contractors, agents, successors, and assignees.

‘You’ and ‘your’ means you, the Customer.

25.2

Words importing persons include corporations and vice versa.

25.3

Reference to any statute or regulations includes a reference to that statute or those regulations as amended, modified, or replaced and, in the case of a statute, includes all orders, ordinances, regulations, and by-laws made under or pursuant to that statute.

25.4

Unless the context otherwise requires, the singular includes the plural and vice versa.