20200731 Standard terms and conditions for business customers

Standard Terms & Conditions

For Business Customers 2020

These are the standard terms on which we supply electricity and associated services to our non-residential customers, including non-profit organisations and businesses.

For Standard Terms and Conditions for Residential Customers, please view here.

Scope of Agreement
Start Date of this Agreement
Type and Quality of Service
Responsibility for Electricity Supplied
Ownership and Responsibility for Equipment
Meters and Metering data
Access
Bonds
Assessments of Electricity Usage
Price and Payment
Interruptions to Supply
Sensitive Equipment
Disconnection
Lines Company Requirements
Liability
Dispute Resolution
Termination
Moving Premises and Sale of Business
Force Majeure
Changes
Notices
Information and Privacy
Confidentiality
Assignment
Miscellaneous
Interpretation

Scope of Agreement
1. You accept from us the supply of electricity 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”).
2. Your Special Terms (if any) prevail if there is any conflict or inconsistency between them and these standard terms.
Start Date of this Agreement
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:
  1. the date you occupy, or become responsible for the electricity account for, the property or properties to be supplied under this Agreement; or
  2. the date we first supply you with electricity or other services.
2. This Agreement continues until terminated under clause 17.
3. This Agreement is our entire agreement and supersedes all prior agreements, understandings, and communications between us (other than any Special Terms). It is subject to all statutes, regulations, industry rules and codes of practice relating to electricity supply, as well as any requirements that the Lines Company may impose relating to use of its local lines network.
Type and Quality of Services
1. We will supply you with electricity 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:
  1. the requirements set out in this Agreement
  2. all legal requirements and applicable statutes, regulations, and industry rules and codes of practice (including without limitation the Code and the Electricity Industry Act 2010 (as amended, varied or replaced from time to time)); and
  3. good industry practice.
2. In order to supply you with these services you may be required to provide us with a certificate of compliance issued or approved by the Lines Company that certifies that the wiring to your Connection Point complies with industry standards and regulations. We will be under no obligation to provide you with electricity or associated services until any required certificate of compliance has been provided.
Responsibility for Electricity Supplied
1. Responsibility for electricity passes to you on delivery of electricity to your Connection Point.
2. You agree to notify us, in advance, of any significant and foreseeable change in your electricity consumption volume or pattern, or of any proposed change in Equipment at your premises that may affect your electricity supply in any material way.
Ownership and Responsibility for Equipment
1. You are responsible for repairing and maintaining all Equipment on your premises that is not owned or provided by us or Our Representatives. You are responsible for any electricity lines running from the Connection Point to any other point on the Property, including maintenance of such lines.
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 Representative.
3. You further agree:
  1. to protect all Equipment on your premises from damage and unauthorised interference;
  2. not to interfere with, damage, or remove from your premises any Equipment belonging to us or Our Representatives, and to prevent other unauthorised persons from doing so;
  3. to keep trees and other vegetation clear of all Meters, Equipment, fittings, and electric lines on your property (if you do not, we may give you written notice requiring you to clear the trees and vegetation within a specified time) and to comply with the Electricity (Hazards from Trees) Regulations 2003 (available from www.energysafety.govt.nz).;
  4. to immediately notify us of any damage to, or interference or fault with, any Equipment on your premises;
  5. to use electricity safely and ensure all wiring, fittings, and Equipment on your premises are electrically safe, and ensure that only suitably qualified tradespersons carry out any required work on the wiring, fittings, and Equipment on your premises;
  6. to provide, on a continuing basis, safe and secure housing for all Equipment on your premises;
  7. not to connect one Connection Point to another, or interfere with our or any other person's electricity supply;
  8. not to let electricity supplied to your premises be taken illegally or used at any other premises; and
  9. to comply with the Lines Company’s standards relating to network connection, as established, amended and replaced from time to time.
4. You may, with our prior written consent and with the prior written consent of the Lines Company, connect or modify any Equipment on your premises so as to enable any electricity generated on the premises to be conveyed through the Lines Company's network. Any consent by us and any conveyance of electricity generated by you through the Lines Company’s network shall be subject to the applicable regulations and industry standards (information about which will be provided by our Customer Service Representatives on request) and such terms and conditions as we or the Lines Company may reasonably require.
5. We may charge you for:
  1. the cost of our investigation and repairing or replacing Equipment; and
  2. the cost of modifying or disconnecting any generation or other Equipment on your premises that fails to comply with any conditions required to be met under clause 5.4; and
  3. the estimated cost of any unmeasured supply, if Equipment on your property is damaged or is interfered with by an unauthorised person.
Meters and Metering data
1. Unless otherwise agreed, the quantity of electricity delivered to your Connection Point will need to be measured by a Meter. If there is not a Meter on your property, or the Meter on your property does not meet the requirements of the Code and other applicable Industry Codes and Standards, you will need to be supplied with one. We or Our Representatives may either physically read or electronically read the Meters on your property.
2. If any Meter used to measure electricity delivered to your Connection Point is supplied by us or Our Representatives (whether prior to or during the term of this Agreement), you must not disconnect or replace such Meter 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. We may, at any time, replace the Meter at your premises with an advanced Meter. You agree that you will not object to us, or prevent us from, replacing your Meter with an advanced Meter.
3. If we have agreed to supply you with unmetered electricity and your future electricity use is likely to change, then you must tell us in advance. If your unmetered electricity use increases you must pay for that increased supply, as assessed by us.
4. You remain responsible for ensuring that any Meter not provided by us or Our Representatives and the Electrical Installation meet the relevant legal requirements, including the Code and other applicable Industry Codes and Standards, including those relating to accuracy.
5. 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 the Code and other Industry Codes and Standards shall apply.
6. 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.
7. If the Meter is determined, under the relevant provisions of the Code or other Industry Codes and Standards, 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 electricity usage will be reflected in subsequent invoices. Adjustments in your favour will be credited to your account or you may request repayment by direct credit to your nominated account. 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.
8. 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 electricity 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:
  1. the estimated cost of the unmeasured electricity due to that tampering;
  2. the cost of repairing, replacing, or re-securing the Equipment;
  3. the administration costs involved in investigating the tampering and preparing an assessment of electricity usage; and
  4. a reconnection fee on reconnection of your supply should we, at our absolute discretion, agree to do so.
9. We may, at any time replace the Meter at your Property with an advanced Meter or any other type of Meter at our sole discretion. You agree that you will not frustrate or delay the replacement of any Meter (including the replacement of your legacy Meter with an advanced Meter).
10. You agree that we own all metering data and any other data collected by the meter. To the extent that any metering data or other data constitutes “personal information” for the purposes of the Privacy Act 1993, we will ensure that the metering data is held by us in accordance with the Privacy Act 1993 and the provisions of clause 22 shall apply..
Access
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:
  1. to inspect or take a reading from your Meter or verify any metering information;
  2. to install, connect or disconnect, commission or decommission, test, inspect, maintain, repair, replace, operate, or remove the Meter or other Equipment on your premises owned by us or Our Representatives including removal of any Equipment up to 6 months after termination of supply to you; and/or
  3. to connect or disconnect your Connection Point.
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:
  1. to restore electricity in an unplanned outage;
  2. to investigate the cause of any interference to electricity supply;
  3. to protect, or to prevent damage or danger to, people or property;
  4. to disconnect the electricity supply in accordance with clause 13;
  5. to remove any Equipment belonging to us or Our Representatives upon the termination of this Agreement; and/or
  6. for any other reason relevant to our or the Lines Company's provision of electricity supply or network services.
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 or Meter 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 electricity may be disconnected.
4. The access rights conferred under this clause 7 are in addition to any access rights conferred by any statute or regulation..
Bonds
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.
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:
  1. crediting your electricity account; or
  2. paying you by direct credit to your nominated account, provided your invoices have been paid in full for a continuous 12-month period or when we stop supplying electricity to you and all your outstanding invoices have been paid in full. No interest will be payable on the bond.

Assessments of Electricity Usage
1. Unless otherwise agreed, our charges for electricity supply will be based on readings of your Meter or on our estimates of your usage.
2. Your 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 your own 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.
Price and Payment
1. If there are Special Terms, you agree to pay the prices (plus GST) set out in the Special Terms for electricity 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 electricity 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.
  1. If there are no Special Terms, or the Special Terms have expired, you agree to pay the prices (plus GST) for electricity and associated services as notified to you by us from time to time or, if and for so long as we have designated you a “Market Price Customer”, the prices calculated in accordance with subclause 10.2.1 of this clause.
  2. Prices for Market Price Customers will be linked to the prices for electricity on the New Zealand Electricity Market (“NZEM”) and shall be calculated as follows;
    1. If the Meter(s) provides us with half-hourly electricity usage data, the actual final prices on the NZEM for the electricity supplied, multiplied by the applicable loss factor (as published from time to time by the Lines Company), plus a Market and Management Fee, all applicable metering and Lines Company charges, and GST; or
    2. If the Meter(s) does not provide us with half-hourly electricity usage data, the average final price on the NZEM for each of our designated time bands for the month of supply, multiplied by the applicable loss factor (as published from time to time by the Lines Company), plus a Market and Management Fee, all applicable metering and Lines Company charges, and GST.
      Prices for Market Price Customers will change without prior notice, reflecting changes in prices on the NZEM. The Market and Management Fee payable by Market Price Customers for the provision of market-linked prices will include all applicable NZEM fees and charges and will be as set out in the published price schedule from time to time. We may designate you a Market Price Customer, or remove such designation, at any time, upon giving you not less than 10 Business Days' notice.
2. Our invoices may include charges for network services or other services (that relate directly or indirectly to our continued supply of electricity to you) provided by the Lines Company or Transpower 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 Lines Company or Transpower or such third parties.
3. 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 gas, charges for gas, electricity and all associated services may be combined onto a single monthly bill.
4. 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 electricity supply and/or gas supply may be disconnected.
5. 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 16. 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.
Interruptions to Supply
1. Your electricity supply (or the supply to controlled electrical appliances such as hot water cylinders) may be interrupted or reduced, or your Meter temporarily disconnected.
  1. for maintenance or testing of, or for repairs or alterations to, Equipment or the electricity distribution network;
  2. for emergency or load management reasons;
  3. in accordance with your pricing plan;
  4. for health and safety reasons, or to avoid danger to persons or damage to property;
  5. to preserve or protect the proper working of the electricity distribution network;
  6. to protect your or another person's electricity supply, or to connect another person to the electricity distribution network;
  7. on the instructions of or by the Lines Company or Transpower; or
  8. for Force Majeure reasons.
2. If we, or the Lines Company, plan an interruption, we or the Lines Company (as the case may be) will try to give you at least 4 days' notice of the interruption either by mail, by a public notice in a local newspaper, or by telephone. This notice requirement does not apply to routine interruptions of supply in accordance with your pricing plan (e.g., controlled water heating).
Sensitive Equipment
1. Voltage and frequency fluctuations that can occur are beyond our control and can damage sensitive electrical appliances. It is your responsibility to protect your sensitive equipment. We shall not be liable to you in any way as a result of any voltage or frequency fluctuation, except to the extent of any remedies available to you under the Consumer Guarantees Act (if applicable). You can reduce the risk of damage from power fluctuations by installing suitable protection devices or by making other arrangements to protect your equipment or meet your special needs. You should contact your electrician or appliance manufacturer for information about protection options.
Disconnections
1. We, the Lines Company, or Our Representatives may disconnect the electricity supply to you if:
  1. we need to protect health and safety or prevent damage to property;
  2. you fail to pay an invoice (not being an estimated invoice unless it is fair and reasonable in the circumstances for us to do so) relating to the supply of electricity, gas, metering, or network services by the due date and you are not disputing liability for the unpaid amount using our Dispute Resolution Process;
  3. we have proof or a reasonable suspicion that there has been tampering with a Meter, lines, or fittings on your property;
  4. we or any of Our Representatives are denied or cannot get access to your premises and property for the purposes of this Agreement for more than 3 months;
  5. you do not provide a bond when requested by us;
  6. you ask to have your supply disconnected;
  7. we end this Agreement in accordance with clause 17; or
  8. the Lines Company requires the supply to be disconnected either pursuant to your agreement or our agreement with the Lines Company. Without limiting the above, the Lines Company may perform a temporary disconnection when:
    1. It is necessary to avoid endangering persons or property; or
    2. There has been an occurrence, or there are circumstances, that may adversely affect the proper working of the electricity distribution network or the transmissions system; or
    3. The Lines Company has planned maintenance activities to complete; or
    4. Our agreement with the Lines Company otherwise gives them rights to perform a temporary disconnection.
2. Disconnection of your electricity supply may be immediate if we or the Lines Company need to protect health or safety or prevent damage to property or if we are instructed by the Lines Company. In any other circumstances we will give you at least 7 days' notice of disconnection and allow a further 3 days for the delivery of that notice. We will also provide you with a final warning no less than 24 hours before disconnection.
3. If we agree, at our absolute discretion, to reconnect your electricity supply, we may require one or more of the following prior to reconnection:
  1. payment of outstanding monies owed to us, including any disconnection fee;
  2. agreement on a payment arrangement satisfactory to us;
  3. payment of a reconnection fee;
  4. a bond or other payment security; and/or
  5. a prepayment service to be set up
4. If your electricity 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 electricity 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.
Lines Company Requirements
1. We do not own the lines network through which electricity is delivered to you. The Lines Company 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.
2. You may have an agreement directly with the Lines Company for network services. In most instances, however, we have an agreement with the Lines Company to provide network services to you.
3. We or the Lines Company may charge you directly for network services or the Lines Company may appoint us 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 Lines Company, 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 Lines Company 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.
4. If the Lines Company has entered into an agreement with us 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:
  1. must meet all the legal and industry requirements and the Lines Company's standards;
  2. must provide and maintain, on a continuing basis, suitable space for the safe and secure housing of any of the Lines Company's equipment.
  3. acknowledge that the Lines Company has no liability to you in relation to the supply of electricity;
  4. may be liable for the line charges during a temporary disconnection;
  5. must not convey or receive, or attempt or permit any other person to convey or receive, any signal or communication over any part of the network from any person other than the Lines Company;
  6. must not connect or disconnect any Equipment to or from the network; and
  7. must not send electricity back through your connection onto the Lines Company's network unless and until you have complied with the requirements of clause 5.4.
5. If you enter into any agreement or arrangement with any third party in relation to control of your load you must ensure that:
  1. The load is not already subject to the Line's Company's right of control;
  2. The third party does not interfere with or damage the Lines Company's or our Load Control Systems (being, a control and communications system for controlling parts of your load and consisting of loading signaling equipment and load control equipment);
  3. If any damage occurs due to the actions of the third party you must promptly and at your own cost remove the source of the interference and make good the damage;
  4. The third party makes the load available to the Lines Company to enable it to fulfil any performance obligations it has as an asset owner (in respect of managing system security in accordance with the Code) and to meet any applicable service standards for distribution services; and
  5. Prior to controlling the load, the third party has entered into an agreement with the Lines Company which sets out the protocols for the use of the load, including the matters set out above and the coordination with the Lines Company of the disconnection and reconnection of load.
6. The terms and conditions included in this Agreement at the request of the Lines Company are for the benefit of the Lines Company, its directors, employees, and authorised agents pursuant to the Contract and Commercial Law Act 2017.
7. To the extent required under any agreement we have with any Lines Company, you indemnify that Lines Company against any direct loss or damage caused or contributed to by the fraud of, dishonesty of or wilful breach of these terms and conditions by yourself or any of your officers, employees, agents or invitees arising out of, or in connection with, any services provided by that Lines Company to us under any agreement we have with the Lines Company.
Liability
1. Nothing in this clause shall limit or reduce your rights (if any) under the Consumer Guarantees Act 1993, unless you acquire electricity 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.
2. Subject to Clause 15.4, unless otherwise stated in this Agreement, we will be liable to you for physical damage to your property to the extent that damage was reasonably foreseeable and results directly from our negligence or breach of this Agreement. Where we are so liable, we will pay the reasonable pre-approved costs of repairing the damage or, at our discretion, replacing the damaged property as your exclusive remedy.
3. Except to the extent required by statute, we will not be liable to you for:
  1. any other direct loss or damage caused through:
    1. breach of contract or breach of any other obligation owed to you for any other reason, where that breach is due to any event beyond our reasonable control;
    2. the negligence, omission, or any other act of a third party that is not one of Our Representatives; or
    3. any event beyond our reasonable control; or
    4. any economic loss (including lost profits), indirect or consequential loss or damage; or
    5. damage caused to appliances (whether as a direct or where this is an indirect result of our acts or omissions).
4. Notwithstanding any other provision contained in these terms (except the application of the Consumer Guarantees Act), to the maximum extent permitted by law, our liability, whether arising in contract (including under any indemnity), tort (including negligence) or otherwise at law, in contract or in equity, will be limited to:
  1. $10,000 for any single event or series of related events occurring on a network system; or
  2. a total of $10,000 for any single event or series of related events occurring on a network system that affects more than one consumer,
  but in no event will exceed $10,000 per annum.
5. You will indemnify us, and Our Representatives, for all costs, losses, liabilities, claims, or damages (including legal costs) that may be incurred:
  1. in recovering amounts owed by you under this Agreement; and/or
  2. as a direct or indirect result of your breach of this Agreement.
6. Without limiting the generality of clause 15.5, you will indemnify us or Our Representatives (as applicable) for all fines and other penalties for which we or Our Representatives may become liable due to any failure of your Meter to comply with the requirements of the Code or any Industry Codes and Standards, except where your Meter was provided by us or Our Representatives and where such Meter has not been tampered with leading to such non-compliance.
7. This clause 15 is also for the benefit of, and is enforceable by, Our Representatives pursuant to the Contract and Commercial Law Act 2017.
Dispute Resolution
1. If you wish to lodge a complaint with us please phone our Customer Service Team on 0800 20 18 20, fill in a formal complaint form at http://www.mercury.co.nz/complaint.aspx, or write to us at:
  Mercury
  
  Private Bag 92008
  
  Victoria Street West
  
  Auckland 1142
  
  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, on request or viewed on our website (www.mercury.co.nz).
  
  If we have not resolved your complaint within twenty working days, or forty working days where we have advised you of the reasons for a longer timeframe, then you have the option of contacting Utility Disputes Limited (UDL).
  
  UDL is a free and independent disputes service and can be contacted at:
  
  Phone 0800 22 33 40
  
  Website www.utilitiesdisputes.co.nz
  
  Email info@utilitiesdisputes.co.nz
  
  Post Utilities Disputes
  
  Free Post 192682
  
  PO Box 5875
  
  Lambton Quay
  
  Wellington 6140
2. If you dispute the correctness of charges on your invoice we will not disconnect your electricity 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.
3. Unless otherwise agreed with a Lines Company, all complaints relating to lines, network or Connection Points under this Agreement will be referred by us to the relevant Lines Company to manage and resolve pursuant to their dispute resolution process.
4. 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 electricity supply.
Termination
1. Subject to any fixed term under your Special Terms (if any) you may terminate this Agreement by 48 hours' notice. If you have applied to switch to another electricity supplier, that supplier will advise us so that we can together undertake the switch process. You shall remain our Customer and be liable to us for all charges until the switch process is completed.
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:
  1. remedy the breach within that 10-Business-Day period, and fully indemnify us for the consequences of the breach, the notice of default shall be deemed to be withdrawn and this Agreement shall continue in full force and effect; and
  2. fail to remedy the breach within that 10-Business-Day period, and/or do not indemnify us for the consequences of the breach, we may, on 1 Business Day's notice, terminate this Agreement.
3. We may also terminate this Agreement:
  1. at any time on at least 30 days' written notice to you, to the extent permitted by law; or
  2. immediately, if our agreement with the Lines Company or your agreement (if you have one) with the Lines Company is terminated; or
  3. immediately, if an Insolvency Event occurs.
4. On termination of this Agreement, we may disconnect your supply and immediately cease supplying electricity and associated services to you.
5. You will remain responsible for paying for all electricity and associated services supplied to you prior to termination, completed switch to another retailer or disconnection (whichever is the later).
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.
Moving Premises and Sale of Business
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 electricity charges, will be included in your next invoice.
2. Depending on where you move in New Zealand, we may still be able to supply you with electricity. If you wish us to supply electricity 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 electricity to your new address, your account with us will, from the date such supply commences, cover both the supply of electricity and associated services at your new address and all outstanding charges carried over from your old address.
3. If you sell or otherwise dispose of the business to be supplied with electricity under this Agreement, you must give us at least 4 Business Days' advance written notice, together with details of the new owner.
4. If you do not give us any of the notifications required under this clause 18, you will remain liable for all electricity 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.
Force Majeure
1. 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.
Changes
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.
2. Any change in our prices, frequency of billing, or frequency of Meter reading will be communicated to you in writing.
3. Details of other changes to this Agreement or the charges we pass on to you from the Lines Company, Transpower, 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.
4. If at any time we reasonably consider that a serious electricity supply shortage or other threat to our ability to supply electricity exists or is imminent (whether due to low hydroelectric storage lake levels, outage of thermal or other generation, transmission constraints, or otherwise), we may declare a Temporary Supply Emergency, either by written notice or in a public notice in a local newspaper. Any declared Temporary Supply Emergency shall continue in force until either the date (if any) stated in the notice declaring the Temporary Supply Emergency or the date upon which the Temporary Supply Emergency is subsequently declared to be ended as advised by us in a written notice or public notice.
5. Notwithstanding any other provision in these terms and conditions, during any Temporary Supply Emergency we may make temporary changes to the terms and conditions set out in this Agreement and/or our prices by giving you at least 48 hours' notice (“Shortened Notice of Change”), either by written notice or in a public notice in a local newspaper. Any changes made using a Shortened Notice of Change will automatically expire at the end of the Temporary Supply Emergency, at which time these terms and conditions and our prices shall revert to those in force immediately prior to the giving of the Shortened Notice of Change. For the avoidance of doubt, any change made by giving you at least 30 days' notice will not constitute a Shortened Notice of Change.
Notices
1. We may notify you of any matter in accordance with any express provision of these standard terms.
2. Without limiting clause 21.1, but subject to any Special Terms agreed with you, we will send any written notice or invoice to you by either:
  1. posting the notice to the last postal address given;
  2. delivering the notice to the property supplied with electricity; by a Public Notice or on our website www.mercury.co.nz; or
  3. advising you by electronic message (including email, facsimile, text or other means) to the last contact address given.
3. Notices are deemed to have been received:
  1. if personally delivered, on delivery;
  2. if posted, on the third day after posting; or
  3. if sent by facsimile or email or posted on our website, on successful transmission or, if sent after 5pm, on the next Business Day after transmission.
Information and Privacy
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. By entering into this Agreement, you authorise any person to provide us with such information about you as we may require in response to our queries and for any of the purposes provided for in this clause 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 electricity to you and carry out our responsibilities under this Agreement. The information you give us must be correct, complete and up-to-date. If any of the information becomes incorrect or changes please let us know as soon as possible. You must promptly cooperate with us and Our Representatives in our efforts to investigate and resolve issues relating to personal information.
3. We will hold any personal information in accordance with the provisions of the Privacy Act 1993. 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 collected in accordance with this clause 22 for the purpose of:
  1. supplying you with energy and other associated products and services,
  2. operating your account;
  3. improving customer service,
  4. debt recovery (by either us or our assignee);
  5. providing Credit Information (as defined in the Credit Reporting Privacy Code 2004) about you to credit reporting agencies, participating in their monitoring service and receiving updates on the information they hold about you or on any matters which may impact upon our ongoing relationship with you;
  6. conducting market research and obtaining your views on products and services offered by us; and
  7. conducting data analysis to identify particular products and services that may be of interest to you; and
  8. providing you with information about other goods and services that we, the Lines Company, our partners and sponsors, or (unless you instruct us otherwise) other persons may from time to time wish to offer you.
4. We may check the information or collect other information about you (and, if applicable, your directors, shareholders, etc.) for the purposes set out in this clause 22 from other organisations or people such as credit reporting agencies and the Lines Company. Without limiting the above, we may obtain a minimum of the preceding 12 months of energy consumption data from your previous energy retailer to assist us to supply you with electricity and associated services, and to maximise the benefit of such services to you.
5. We will not disclose any personal information to any other person other than:
  1. the Lines Company and Our Representatives for the purpose of carrying out our responsibilities under this Agreement (this may include any person or company that undertakes the metering services on our behalf);
  2. credit reporting agencies and/or our lawyers for the purpose of collecting outstanding moneys;
  3. the other energy suppliers in New Zealand and/or their agents for credit reference purposes in the case of Customers who have been disconnected and/or defaulted on payment;
  4. the Electricity Complaints Commissioner;
  5. any person for the purposes set out in this clause 22; and/or
  6. any person to whom we are required to disclose such information either by law or in compliance with the Code or other electricity industry rules by which we are bound.
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. If we do so, the recordings will be kept secure and you may request, at any time, access to them.
Confidentiality
1. You agree not to disclose the provisions of any Special Terms to any other person, except with our prior written consent.
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.
Assignment
1. Subject to clause 24.4, 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.
2. The Electricity Authority may, by notice to you, assign or transfer our rights or obligations under this Agreement to another energy retailer if we commit an Event of Default. On giving that notice, we will be released from the obligations assigned or transferred, and the assignee or transferee will assume those obligations. We may provide information about you to the Electricity Authority to provide the information to another energy retailer if required under the Code. We, the Electricity Authority, or another energy retailer will provide you the contact details for the assignee or transferee, and notify the date on which the assignment or transfer will take effect. The terms of the assigned contract are subject to the provisions of the Code.
3. We may subcontract or delegate the performance of any of our obligations under this Agreement.
4. Without affecting our right to terminate this Agreement, if you are in default under this Agreement, including any payment default in, we may at any time refer or transfer any outstanding payments to debt collection agencies without notice to you.
Miscellaneous
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.
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.
3. On termination of this Agreement, the following provisions shall remain in effect until their purpose is served:
  1. clause 5 (Ownership and Responsibility for Equipment), to the extent it relates to Equipment not owned by you;
  2. clause 10 (Price and Payment), to the extent it relates to amounts incurred but not paid by you;
  3. clause 7 (Access), to the extent necessary for final readings and removal of Equipment not owned by you;
  4. clause 23 (Confidentiality); and
  5. clause 15 (Liability).
4. The provisions of clause 24.2:
  1. Is for the benefit of, and enforceable by, both us and/or the Electricity Authority pursuant to the Contract and Commercial Law Act 2017; and
  2. must not be amended without the consent of the Electricity Authority.
5. If you are an Embedded Network Consumer, the following provisions apply:
  1. The owner of the Embedded Network is responsible for the conveyance of electricity via the Embedded Network and, to the fullest extent permitted by law, the Lines Company has no liability to you of any kind in relation to the Embedded Network, whether in contract, tort (including negligence) or otherwise.
  2. Without limiting the provision of clause 25.5.1, to the fullest extent permitted by law, including where you are acquiring, or holding yourself out as acquiring energy for the purpose of a business, any and all warranties, guarantees or obligations imposed on the Embedded Network Owner and the Lines Company (if any) by the Consumer Guarantees Act or any other law concerning the services provided by the Embedded Network Owner and the goods provided by us are excluded.
Interpretation
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.
  
  “Code” means the Electricity Industry Participation Code 2010 as amended, varied or replaced from time to time.
  
  “Connection Point” means the point at which your property connects to a circuit breaker, switch, fuse, or other isolating device on the Lines Company's network.
  
  “Customer” means a non-residential customer, including non-profit organisations and businesses.
  
  “Dispute Resolution Process” means Mercury's dispute resolution process set out in the published booklet.
  
  "Distributed Generation" has the meaning set out in Part 1 of the Code;
  
  "Distributed Generator" means a person who owns or operates Distributed Generation.
  
  "Electrical Installation" has the meaning set out in Part 1 of the Code;
  
  "Electricity Authority" means the independent Crown entity responsible for the efficient operation of the New Zealand electricity market established by the Electricity Industry Act 2010.
  
  "Embedded Network" has the meaning set out in Part 1 of the Code;
  
  "Embedded Network Owner" means the owner or operator of an Embedded Network.
  
  "Embedded Network Consumer" means a consumer with Fittings connected to an Embedded Network.
  
  “Equipment” means any Meter, telemetry equipment, and other equipment used to measure or record electricity usage, to transmit or convey electricity usage data, or to supply electricity to your Connection Point or any associated equipment (including, without limitation, fuses, transformers, wiring, and Meter boards).
  
  "Event of Default" means any event listed in clause 14.55 of the Code.
  
  "Fitting" means everything used, designed or intended for use, in or in connection with the generation, conversion, transformation, conveyance or use of electricity.
  
  “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 electricity distribution networks operated by, or actions of or failure to act by, either Transpower or the Lines Company, explosion, breakage or accident to any equipment or facility necessary to supply, deliver or take electricity under this Agreement, and lack of generation, but does not include:
  1. any event or circumstance that arises from an intentional act or omission of, or failure to exercise due diligence by, the party seeking to rely on the Force Majeure event or circumstance; or
  2. lack of funds.
  "GST" means goods and services tax as defined by the Goods and Services Tax Act 1985.
  
  “Insolvency Event” means, the happening of any of the following events:
  1. you are placed into liquidation either by court order or shareholder resolution; or
  2. you are adjudicated bankrupt (including by debtor petition) or enter into an alternative to bankruptcy as provided for in the Insolvency Act 2006; or
  3. a receiver, receiver and manager, administrator, voluntary administrator or official or statutory manager is appointed in respect of you or your assets; or
  4. you enter into, or resolve to enter into, a scheme of arrangement or composition with, or assignment for the benefit of, all or any class of your creditors, or you propose a reorganisation, moratorium or other administration involving any of them; or
  5. you are unable to pay your debts as and when they become due and payable.
  "Industry Codes and Standards" includes all relevant electricity and gas industry codes and standards, rules and protocols.
  
  “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.
  
  “Lines Company” means the company that operates the electricity distribution network by which electricity is supplied to your Connection Point, and for the purposes of clause 13, includes the Lines Company's directors, officers, employees, authorised agents, contractors and professional advisers.
  
  “Meter” means metering equipment and other apparatus to measure the quantity of electricity conveyed and/or patterns of electricity usage and/or electricity demand, and any associated relays.
  
  “Our Representatives” may include any of the following:
  1. our employees, contractors or agents ;
  2. the Lines Company's employees, contractors or agents;
  3. the Meter reader's employees, contractors or agents;
  4. the Meter owner's employees, contractors or agents.
  “Special Terms” means the special terms that may have been agreed between us that add to or modify these standard terms.
  “Transpower” means Transpower New Zealand Limited.
  
  “We”, “us”, “our” means Mercury NZ Limited and includes its officers, employees, contractors, agents, successors, and assignees.
  
  “You” and “your” means you, the Customer.
2. Words importing persons include corporations and vice versa.
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.
4. Unless the context otherwise requires, the singular includes the plural and vice versa.