T1 GENERAL TERMS AND CONDITIONS
1 Conditions Precedent
1.1 This Agreement is conditional upon:
(a) in the case of a new or modified connection only, (i) the Consumer having paid to the Transmission Licensee such amount as required by the Transmission Licensee in respect of that new or modified connection and accepted in writing any additional terms and conditions required by the Transmission Licensee; (ii) the Transmission Licensee having confirmed that it has received all information, data and facilities, in a form or format acceptable to it, that it requires in relation to the new or modified connection; (iii) the Transmission Licensee having confirmed that the new or modified connection has been completed and energised; and
(b) in all cases, confirmation from the MSSL that the Consumer is a Contestable Consumer, installation and commissioning of the Metering Equipment for the Premises and provision of a dedicated telephone line to enable remote meter reading and receipt by the Retailer of the Connection Agreement duly executed by both parties and the Guarantee for the Guarantee Amount; and
(c) in all cases, the change in the Consumer’s purchase arrangements to purchasing from the Retailer for the Premises becoming effective under the MSS Code.
All these conditions shall be conditions precedent to the operation of this Agreement.
1.2 The Consumer shall use its reasonable endeavours to satisfy the conditions set out in clause 1.1(a) and (b) as soon as possible after the date of this Agreement.
1.3 Subject to conditions set out in clause 1.1(a) and (b) having been satisfied, the Retailer shall use its reasonable endeavours to satisfy the conditions set out in clause 1.1(c) as soon as possible after the date of this Agreement.
1.4 The Party having responsibility for satisfaction of a condition set out in clause 1.1(a), (b) or (c) shall notify the other Party in writing of the date the conditions are satisfied as soon as practicable.
1.5 If all of the conditions set out in clause 1.1 have not been satisfied by the date which is thirty (30) days after the date of this Agreement (or such later date as the Parties may agree) this Agreement shall terminate and neither Party shall have any liability to the other except in relation to breaches of this Agreement arising before such termination.
1.6 The Retailer will, upon request by the Consumer and at the Consumer’s cost, use reasonable endeavours to assist the Consumer. However the Consumer is solely responsible throughout the term of this Agreement for arranging the Delivery of Supply, including agreeing to the terms and conditions for the provision of Transmission Services to the Premises and arranging and maintaining the Connection of the Premises to the Transmission System.
2 Sale and Payment of Charges
2.1 If the Consumer has a Contracted Capacity, whenever the Retailer or the Transmission Licensee is of the opinion, in its absolute discretion, that such Consumer’s maximum demand, where it exceeds its Contracted Capacity, will or is likely to, interfere with the efficient and reliable supply of electricity to other consumers, the Retailer shall be entitled to restrict the Consumer’s maximum demand to its Contracted Capacity and the Consumer shall immediately, upon request by the Retailer, limit the maximum demand to its Contracted Capacity. Subject to the agreement of the Transmission Licensee and the Retailer, such Consumer may, by giving at least one (1) month’s notice in writing to the Retailer, increase or reduce its Contracted Capacity.
2.2 The Consumer shall be liable for all obligations and liabilities arising from or connected with electricity sales or supplies or related services to the Premises and/or the Consumer for the period prior to the Commencement Date, including without limitation any amounts contemplated by the Market Rules, the MSS Code and the Metering Code, any amount claimed by any electricity licensee (other than the Retailer) including any former electricity licensee, any fines and interest and any amounts resulting from any corrections (for any reason whatsoever) to applicable prices or amounts previously calculated or invoices or statements previously issued, regardless of the date on which any claim relating thereto may be made, subject only to any applicable provisions of the Limitation Act (Cap. 163) and the Consumer shall pay to the Retailer any amount invoiced to the Retailer which relates thereto.
2.3 The amount of electricity sold by the Retailer to the Consumer shall be determined on the basis of metering data, including any estimated metering data, for the Premises as advised by the MSSL or otherwise in accordance with the readings of the Metering Equipment.
2.4 At any time after the end of each Charging Period, the Retailer shall deliver to the Consumer an account stating the charges payable in respect of that Charging Period. An account is duly rendered if left at, mailed to or otherwise sent to the Consumer’s address as stated in Schedule 1 (or as may be amended from time to time by written notice).
2.5 The Consumer shall pay each account in full within 14 days of the same being rendered. If any amount remains unpaid after 14 days from the date of the invoice, the Retailer shall, in addition to any other remedies, be entitled to charge interest on the amount unpaid at the rate of 1% per month, calculated on a daily basis with monthly rests as from the date when such sum becomes due and payable up to the date when full payment is received by the Retailer.
2.6 All amounts mentioned herein as payable by the Consumer are exclusive of goods and services tax (if any) and the Retailer may add to such amounts, and the Consumer shall pay, such tax at the rate applicable thereto from time to time.
2.7 If, as a result of the occurrence of any one or more of the following after the date of this Agreement: (i) the imposition of, or change of, any taxes, levies, imposts, deductions, charges, withholding and duties by relevant regulatory authorities or bodies, other than income tax, fines or penalties; or (ii) the occurrence of a Market Disruption Event; or (iii) the incurring of any liability, cost or reduction in benefit to the Retailer because of Force Majeure; or (iv) the introduction of, or changes to, Electricity Law or any of the Regulated Market Agreements, or changes to the interpretation or effect of an Electricity Law or any of the Regulated Market Agreements, the Retailer determines that there is any direct or indirect increase in the cost of it purchasing or selling or agreeing to sell the electricity to the Consumer or providing any other services or products under this Agreement, then the Consumer shall pay such additional amounts which the Retailer certifies is necessary to compensate the Retailer for the increased cost. A certificate signed by the Retailer as to an amount payable by the Consumer under this clause 2.7 is, in the absence of manifest error, final and binding on the Consumer.
2.8 The Consumer shall maintain all Guarantees in full force and effect throughout the duration of this Agreement or as provided for in the Guarantee (whichever is the later). The Retailer may, without prior notice to the Consumer, apply any part of the Guarantee which may be held by way of cash deposit or otherwise call on the Guarantee to partially or totally discharge any actual or contingent liability of the Consumer under or in relation to this Agreement. All Guarantees shall remain the property of the Retailer and it shall have no obligation to return it to the Consumer until all sums payable, or which may become payable, by the Consumer under this Agreement have been paid. The Consumer shall not be entitled to, and the Retailer is not liable to pay, any interest on any Guarantee furnished.
2.9 If the Retailer stipulates a revision to the Guarantee Amount, the Consumer must provide an additional or replacement Guarantee, as the case may be, for such revised Guarantee Amount within ten (10) calendar days of the date of receipt of notice from the Retailer of the revised Guarantee Amount.
2.10 Immediately upon reduction of the value of any Guarantee due to encashment or any other reason whatsoever, the Consumer shall reinstate the Guarantee to the then applicable Guarantee Amount within seven (7) calendar days.
3 Delivery of Supply, Quality, Connections and Disconnections
3.1 The Parties acknowledge that the Transmission Licensee may disconnect the Connection of the Premises to the Transmission System and equipment from the Transmission System at any time in circumstances including those stated in Article 6.1 on the involuntary disconnection described in the Use of System Agreement.
3.2 The Consumer acknowledges and agrees that it shall comply with section 25(1) of the Act.
3.3 The Consumer must immediately notify the Retailer in writing if the Consumer is in breach of the Connection Agreement or if the Connection Agreement ceases to be in full force and effect.
3.4 The Consumer acknowledges and agrees that if the Consumer wishes to shut down the installation for any period of time for whatever reason and which shutdown does not involve the services of the Transmission Licensee, the Consumer must inform the Retailer at least 7 days in advance.
4 Modification of Terms
4.1 The Retailer may by written notice to the Consumer modify the terms and conditions of this Agreement to the extent the Retailer reasonably considers necessary as a result of any modification or amendment or replacement to any of the Regulated Market Agreements (including any change to the charges or introduction of new charges under either such agreement such as the introduction of Vesting Settlement Charges); a change to any Electricity Law or in the interpretation, application or effect of an Electricity Law; or any order made pursuant to any applicable law or regulation.
4.2 The modification shall take effect on the date it is notified by the Retailer to the Consumer or such other date as the relevant regulatory authorities or bodies may have approved or made such modification, amendment, replacement, change or order as may be notified by the Retailer to the Consumer, whichever is the earlier.
5 Retailers’ Code
Each Party acknowledges and confirms that modifications may be made to the Retailers’ Code from time to time by the Authority in accordance with the Retailers’ Code. The Retailer shall promptly notify the Consumer of any modifications made to the Retailers’ Code and any modifications thereto referred to in this clause 5. Each Party agrees to be bound by any applicable modification referred to in this clause 5 except to the extent that the Authority when publishing the modifications specifies that the Parties are not required to be bound by the modification.
6 Authority for Service Transaction Requests
The Consumer hereby authorises and permits the Retailer: (a) to notify an MSSL that the Consumer will commence to purchase electricity from the Retailer as of the Commencement Date; (b) to notify an MSSL upon or in contemplation of the transfer, assignment, expiry or termination of this Agreement as contemplated or permitted by this Agreement, that the Consumer will no longer purchase electricity from the Retailer as from the date of such transfer, assignment, expiry or termination; (c) to submit Service Transaction Requests pursuant to the MSS Code for the purpose of effecting any transaction referred to in the above (a) or (b) or any other transaction contemplated by section 8.1.1 of the MSS Code or otherwise permitted or contemplated by this Agreement or requested by the Consumer.
7 Rights of Access
The Consumer shall ensure that the employees, agents, sub-contractors and/or invitees of the Retailer and all other persons who have the right or obligation to inspect, install, examine and repair the Metering Equipment under Electricity Law shall at all times be given safe and unobstructed access to the Metering Equipment.
8 Metering Equipment
8.1 The Consumer acknowledges and agrees that the Transmission Licensee, and not the Retailer, has the responsibility for providing, installing, maintaining, repairing, replacing, inspecting and testing the Metering Equipment in accordance with the Metering Code and other Electricity Law.
8.2 The Consumer acknowledges and agrees that the MSSL, and not the Retailer, has the responsibility for meter reading and meter data management in accordance with the Metering Code, the MSS Code and other Electricity Law.
8.3 If it is discovered that any meter reading has been inaccurate or omitted or translation of reading into charges has been incorrect then the amount of money due from or to the Retailer, as advised by the MSSL, shall be paid forthwith.
9 Saving for Retailer’s statutory powers
9.1 Nothing in this Agreement shall prejudice or affect the rights or powers of the Retailer under Electricity Law or order for the time being in force.
9.2 In the event of any inconsistency between the provisions of this Agreement and the provisions of any Electricity Law then the relevant provision(s) of the Electricity Law shall prevail to the extent of the inconsistency.
10 Assignment and sub-contracting
(a) Neither Party may transfer, sell or assign this Agreement or any part of it without the prior written consent of the other Party.
(b) Subject to clause 10(c) and clause 11.1, the Retailer shall not transfer, sell or assign all or any of its rights and/or obligations under this Agreement without the written consent of the Consumer. The Consumer must promptly sign such documents as the Retailer reasonably requires in connection with any transfer, sale or assignment referred to in clause 10(c) or to which the Consumer consents under this clause 10(b) or in connection with any change of purchase arrangements referred to in clause 11.1.
(c) The Consumer hereby consents to transfer by the Retailer of all or any of its rights and/or obligations under this Agreement to another retail electricity licensee (within the meaning under the Act).
(d) The Retailer may sub-contract any of its obligations hereunder without the consent of the Consumer.
11 Consequences of breach and termination
(A) the Consumer shall be in breach of this Agreement,
(B) the Consumer’s licence, permit or other authorisation necessary to enable it to carry on its principal business or activities is suspended, revoked or otherwise ceases to be in full force and effect;
(C) it becomes unlawful for the Consumer to comply with any of its obligations under this Agreement or the Electricity Law;
(D) the Consumer ceases or threatens to cease to carry on its business or any substantial part thereof;
(E) the Consumer’s purchase arrangements are changed from purchasing from the Retailer or the supply of electricity to the Premises is Disconnected or the Consumer’s account with the MSSL is closed for any reason other than a settlement payment default by the Retailer;
(F) the Consumer shall, in the reasonable belief of the Retailer, have made Unauthorised Energy Use or committed theft of electricity; or
(G) the Consumer (i) enters into or takes any action to enter into an arrangement, composition or compromise with, or an assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them; (ii) states that it is unable to pay its debts when they fall due for payment; (iii) is taken to be insolvent or unable to pay its debts under applicable law; (iv) has a receiver, receiver and manager, judicial manager or person having a similar or analogous function under applicable laws appointed in respect of the whole or any material part of its assets or undertaking or any action is taken to appoint such a person; (v) an application is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for winding-up or dissolution of the Consumer; or (vi) the Consumer is wound up or dissolved unless the notice of winding up or dissolution is discharged,
then, without prejudice to any then subsisting rights of the Retailer under the Agreement the Retailer may with seven (7) days notice to the Consumer terminate the Agreement immediately and change the Consumer’s purchase arrangements to indirect access from an MSSL under the MSS Code.
(A) the Retailer shall be in material breach of this Agreement;
(B) the Retailer’s license to retail electricity is suspended, revoked or otherwise ceases to be in full force and effect;
(C) it becomes unlawful for the Retailer to comply with any of its obligations under this Agreement or the Electricity Law;
(D) the Retailer ceases or threatens to cease to carry on its business or any substantial part thereof; or
(E) the Retailer (i) enters into or takes any action to enter into an arrangement, composition or compromise with, or an assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them; (ii) states that it is unable to pay its debts when they fall due for payment; (iii) is taken to be insolvent or unable to pay its debts under applicable law; (iv) has a receiver, receiver and manager, judicial manager or person having a similar or analogous function under applicable laws appointed in respect of the whole or any material part of its assets or undertaking or any action is taken to appoint such person; (v) an application is made for the winding-up or dissolution or a resolution is passed or any steps are taken to pass a resolution for winding-up or dissolution of the Retailer; or (vi) the Retailer is wound up or dissolved unless the notice of winding-up or dissolution is discharged,
then, without prejudice to any then subsisting rights of the Consumer under the Agreement the Consumer may with seven (7) days notice to the Retailer, terminate the Agreement immediately and change the Consumer’s purchase arrangements under the MSS Code from purchasing from the Retailer.
11.3 If prior to the Relevant Expiry Date this Agreement is terminated, or the Consumer’s purchase arrangements are changed to indirect access under the MSS Code, pursuant to clause 11.1, in addition to any Charges and/or amounts payable by the Consumer pursuant to this Agreement, the Consumer shall be responsible for, and shall indemnify the Retailer for all losses, claims, damages, liabilities, costs and expenses, including loss of profits, suffered by the Retailer in relation to the termination to this Agreement.
11.4 Upon termination of the Agreement (whether pursuant to Schedule 1, clause 1.5 or sub-clauses 11.1, 11.2, 11.5 or otherwise), the Consumer shall pay to the Retailer all sums then due and payable or accrued under this Agreement and except for termination pursuant to clause 11.2 or as a result of the expiration of this Agreement, any costs incurred by the Retailer in discontinuing the purchase arrangements. This shall include all charges issued by MSSL with respect to the Consumer, including but not limited to, the charges due in accordance with the Connection Agreement.
11.5 Either Party may terminate this Agreement with at least thirty (30) days’ written notice, provided that the Agreement is not terminated prior to the Relevant Expiry Date. The Consumer shall state in its notice whether it will or has entered into a new electricity purchase arrangement with a new retailer.
11.6 In the event that the Agreement has not been terminated by the Relevant Expiry date, the Agreement will continue until it is terminated pursuant to Clause 11. The Consumer shall, in respect of the entire duration of the extension of the Agreement (“Default Period”): (i) pay all the Regulated Market Charges in accordance with Schedule 1; (ii) pay the Retailer a default service charge computed at 0.5 ¢/kWh on the monthly electricity consumption of the Consumer); (iii) pay the Retailer for each half hour the Uniform Singapore Energy Price (“USEP”) or their equivalent plus the Hourly Energy Uplift Charge (“HEUC”) or their equivalent, inclusive of the Transmission Loss Factor (“TLF”) applicable based on the Consumer’s voltage as determined by the relevant market authorities and bodies; and (iv) abide by the terms and conditions of the Agreement.
11.7 Notwithstanding termination of this Agreement, Consumer’s obligations under this Agreement continue until the Retailer has received all amounts payable to it in relation to this Agreement regardless of the date on which any claim relating thereto may be made, subject only to applicable provisions of the Limitation Act (Cap. 163).
11.8 Notwithstanding termination of this Agreement the Retailer may issue one or more invoices to the Consumer in respect of any amounts payable by the Consumer, which, for the avoidance of doubt, may include, without limitation, corrections to amounts previously invoiced and omissions due to error or due to the relevant amount not being previously capable of determination. The Consumer shall pay the amount of such invoices in accordance with clause 2.5.
11.9 Notwithstanding any other provision of this Agreement and for greater certainty, the provisions of clauses 2, 3, 6, 8, 11.3 to 11.4 (inclusive), 11.6 to 11.9 (inclusive), 12, 14 to 17 (inclusive) shall survive termination of this Agreement for any reason.
12 Limitation of Liability and General Conditions
12.1 The Consumer accepts and agrees that there are no conditions and the Retailer gives no warranties or undertakings and makes no representations to the Consumer concerning the condition or suitability of the Consumer’s electrical installation or electrical equipment and the electricity the Retailer sells to the Consumer or its quality, fitness for purpose or safety or that it will meet the Characteristics of Supply; the Retailer shall not be liable to the Consumer or its property or to anyone relying on the supply of electricity for any loss, damage or injury howsoever occurring as a result of any voltage fluctuation, surge, dip, failure, reduction, interruption or defect in the Transmission Licensee’s equipment and/or the electricity supplied to the Consumer; and the Retailer is not liable for any loss, damage, costs, charges, expenses or interest suffered by the Consumer to the extent arising from any act or omission of any third party (including without limitation, the Transmission Licensee, the MSSL, the PSO, the Authority or the Market Company).
12.2 Subject to clause 12.1, nothing in this Agreement shall exclude or limit the liability of a Party (“the Party Liable”) for death or personal injury resulting from the negligence of the Party Liable or any of its officers, employees or agents and the Party Liable shall indemnify and keep indemnified the other Party, its officers, employees or agents from and against all such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the negligence of the Party Liable or any of its officers, employees or agents.
12.3 Subject to clause 12.5 and save where any provision of this Agreement otherwise provides or where any provision of this Agreement provides for an indemnity neither the Retailer nor any of its officers, employees or agents shall be liable to the Consumer in any circumstances whatsoever for: (i) any loss of profit, loss of revenue, loss of contract, loss of use, loss of goodwill; (ii) any indirect, special or consequential loss; (iii) loss resulting from liability of the Consumer to a third party howsoever and whensoever arising save as provided in clause 12.1; or (iv) any loss resulting from loss of or corruption of or damage to any computer or electronically stored data software or operating systems, application programs, interfaces or any other software.
12.4 The rights and remedies provided by this Agreement to the Parties are exclusive and not cumulative and exclude and are in place of all substantive (but not procedural) rights or remedies at law in respect of the matters dealt with in this Agreement and the Parties hereto undertake not to enforce any of the same except as expressly provided herein.
12.5 Save as otherwise expressly provided in this Agreement, this clause 12 insofar as it excludes or limits liability shall override any other provision in this Agreement provided that nothing in this clause 12 shall exclude or restrict or otherwise prejudice or affect any of the rights, powers, duties and obligations of either Party or of the Authority which are conferred or created by any Electricity Law, or any exclusion from or limitation of liability which either Party may be entitled to claim under Electricity Law.
12.6 Each Party hereby acknowledges and agrees that the other Party holds the benefit of clauses 12.1, 12.2 and 12.3 above for itself and as trustee and agent for its officers, employees and agents. Except as provided in this clause, the Singapore Contracts (Rights of Third Parties) Act 2001 does not apply to any person not being a Party.
12.7 Subject to clause 12.2 and save where any provision of this Agreement provides for an indemnity, the liability of either Party in respect of claims for any loss or damage under this Agreement shall not exceed the lesser of (a) a sum equal to the replacement value of the property so damaged at the time of the incident which gave rise to the claim; (b) in respect of each incident, an amount being $5,000 for High Tension (“HT”) Consumers and $1,000 for Low Tension (“LT”) Consumers; or (c) in respect of a series of related incidents over any 12 month period, an amount being $10,000 for HT Consumers and $2,000 for LT Consumers.
12.8 The Consumer and the Retailer shall indemnify, defend, and hold each other harmless from all claims, demands, and causes of action whatsoever asserted against indemnitee by any person (including, without limitation, the Consumer' s and the Retailer' s employees) for personal injury, death, or loss of or damage to property resulting from the negligence or willful misconduct of the indemnitor hereunder. Where personal injury, death, or loss of or damage to property is the result of joint negligence, or willful misconduct of the Consumer and the Retailer, the indemnitor' s duty of indemnification shall be in proportion to its allocable share of such joint negligence, or willful misconduct.
For the avoidance of doubt, this clause 12.8 shall not apply to impose any liability on the Retailer for any personal injury, death or loss of or damage to property caused by any act or omission including, without limitation, the negligence or misconduct, of the MSSL, the PSO, the Transmission Licensee, the Authority, the Market Company or any other third party.
12.9 Nothing in this clause 12 shall be construed so as to prevent either party from bringing an action in debt against the other Party to this Agreement.
12.10 If any provision or part of a provision of this Agreement is or becomes or is declared invalid, unenforceable or illegal in any jurisdiction, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions or the remainder of the relevant provision, of this Agreement which shall continue in full force and effect notwithstanding such invalidity, unenforceability or illegality.
12.11 This Agreement shall constitute the entire agreement between the Parties with respect to its subject matter and supersedes all previous agreements and understandings between the Parties with respect thereto. Each of the Parties acknowledges and confirms that it does not enter into this Agreement in reliance on any representation or warranty or other undertaking other than those expressly set out in this Agreement.
12.12 None of the provisions of this Agreement shall be considered waived by the Retailer except when such waiver is given in writing. No delay by or omission of either Party in exercising any right, power, privilege or remedy under this Agreement, or any Electrical Law shall operate to impair such right, power, privilege or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right, power, privilege or remedy shall not preclude any other future exercise thereof or the exercise of any other right, power, privilege or remedy.
12.13 Each Party warrants to the other that at the date hereof it has power to enter into, perform and comply with all of its obligations under this Agreement.
13 Force Majeure
13.1 If either Party (the “Non Performing Party”) shall be unable to or is prevented from carrying out any of its obligations hereunder due to a circumstance of Force Majeure this Agreement shall remain in effect for the duration of its term herein but save as otherwise provided herein those of the Non Performing Party' s obligations during the event which the Non Performing Party is unable to carry out due to a circumstance of Force Majeure (other than any obligations as to payment of money) shall to the extent of such inability be suspended for as long as the Force Majeure continues and for such reasonable period of time thereafter as may be necessary for the Non-Performing Party to resume performance of the obligation provided that (a) the Non-Performing Party shall continue to comply with its obligations under this Agreement to the maximum extent possible; and (b) the Non-Performing Party uses all reasonable efforts to mitigate or alleviate the effects of the Force Majeure on the performance of its obligations under this Agreement.
13.2 Where a Party invokes Force Majeure, it shall give notice to the other Party of the invocation of Force Majeure as soon as reasonably practicable but in any event within 7 days of the date on which the Party becomes aware of the occurrence of the Force Majeure, which notice shall include full particulars of the Force Majeure and of the effect that such Force Majeure is having on the Party’s performance of its obligations under this Agreement; and of the cessation of the Force Majeure and of the cessation of the effects of the Force Majeure on the Party’s performance of its obligations under this Agreement.
14 Dispute Resolution
14.1 The details of any dispute arising under this Agreement between the Parties, including as to the interpretation of this Agreement or to the performance by either Party of its obligations under this Agreement shall be reduced to writing and referred to the Parties’ contact persons.
14.2 The Parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to this Agreement, including any breach thereof. If any such dispute cannot be settled, the Parties shall refer the dispute to mediation. The mediation shall be conducted in accordance with the mediation procedure of the Singapore Mediation Centre by an accredited mediator appointed by the Singapore Mediation Centre and whom the Parties agree to. The Parties agree to bear equally between them the fees and expenses of the mediation. Any information or documents obtained through or as part of the reference to mediation is strictly confidential and may not be used for any purpose other than the settlement of the relevant dispute.
14.3 The above clause 14.2 shall not apply where the dispute relates to the recovery of any amount which is due and payable to the Retailer by the Consumer pursuant to the Agreement, and in such circumstance, the Retailer shall be entitled to pursue an action in litigation against the Consumer of the appropriate court in the Republic of Singapore having jurisdiction over such dispute; or any Electricity Law prescribes a contrary dispute resolution mechanism.
14.4 Pending resolution of a dispute under this Agreement, the Parties shall proceed diligently with the performance of their respective obligations under this Agreement. All payments under this Agreement shall be made without deduction, set off or deferment in respect of sums (including all applicable taxes thereon) which are the subject of any disputes or claims whatsoever, save that payment of sums which are the subject of a final award or judgement may be deferred till after exhaustion of appeals, and payment of sums may be deducted or set off where the Parties have so agreed in writing.
14.5 Payment for each invoice shall be made by its due date during the continuance of any dispute resolution process under this Agreement. Upon resolution of any dispute in relation to any invoice(s) in accordance with this Agreement, any amount which the Consumer may have overpaid or underpaid will be credited or debited (as the case may be) to a subsequent invoice to be issued to the Consumer in accordance with this Agreement.
15 Confidentiality and Announcements
15.1 The Parties shall, to the extent of their contractual and lawful right to do so, will exchange proprietary or confidential information as reasonably necessary for each to perform its obligations under this agreement. All information relating to this Agreement provided by either Party to the other, marked confidential whether in hard copy or computerized format will be and are hereby known as confidential and proprietary information (“Confidential Information”).
15.2 A Party receiving Confidential Information pursuant hereto (the “Receiving Party”) will not, without the prior written consent of the party disclosing such information (the “Disclosing Party”), use any of the Confidential Information for any purpose other than the purpose of this Agreement or disclose any portion of the Confidential Information to persons or entities other than the directors, employees, consultants and professional advisors of the Receiving Party strictly on a “need to know” basis and who have agreed to protect the Confidential Information as though they were a party to this Agreement.
15.3 The Receiving Party will not be liable for the disclosure of Confidential Information, if the Receiving Party is able to demonstrate that such Confidential Information: (i) was in the public domain at the time it was disclosed or subsequently entered the public domain through no fault of the Receiving Party; was known to or is in the possession of the Receiving Party at the time of disclosure; became known to the Receiving Party from a source other than the Disclosing Party without breach of an obligation of confidentiality; was independently developed without use of the Confidential Information; (ii) was required to be disclosed in compliance with the Receiving Party’s obligations under any court order, Electricity Law or other laws or regulations of any government or regulatory authority (including that of any stock exchange); or was required to be disclosed pursuant to any judicial or arbitral process or tribunal having jurisdiction in relation to the Receiving Party.
15.4 The Consumer consents, and the Retailer is hereby permitted, to the Retailer seeking information concerning the Consumer, the Premises, the Consumer’s electricity usage, including historical usage, metering data and related or similar information for the purpose of fulfilling the Retailer’s obligations under this Agreement, allowing the Retailer to comply with its obligations under Electricity Law (including but not limited to, sections 2.5.1 and 2.5.3 of the Retailer’s Code) or for any other lawful purpose which the Retailer reasonably considers necessary.
15.5 The Consumer consents to the Retailer using, and the Retailer is permitted to use, the information referred to in clause 15.4 or other Confidential Information to offer to sell the Consumer other products and services.
16 Governing Law
This Agreement shall be governed by, and construed in all aspects in accordance with the laws of Singapore.
Notices intended to affect this Agreement and required or permitted to be given under this Agreement to the Retailer or the Consumer shall be in writing and deemed to be properly given if addressed as provided in Schedule 1 (or as may be amended from time to time by written notice), and either delivered in person, sent by facsimile with confirmation, sent via registered post, or delivered by private, prepaid courier.