Radiant C&I Marketplace, Terms of Service

This summary explains the key points. It is not a substitute for the full terms below, and if there is any conflict, the full terms apply.

• What this is. Radiant runs a marketplace of qualified commercial and industrial solar opportunities (leads). You pay to access it and to take opportunities to pursue for your own work.
• The £500 is credit, not just a fee. You pay £500 a month to access the Marketplace. Each £500 becomes £500 of credit that you spend on the opportunities you take. It is not an extra charge on top of the leads; it is money towards them.
• How you pay. The first £500 is paid by card when you sign up. We save that card and charge it £500 automatically on the same date each month thereafter, in advance. Anything you took above your credit in the month just ended is charged to the same card on that same date.
• You can be charged for more. If in a month you take more opportunity value than your available credit, the difference is charged to your card on your next monthly payment date. If you take less, the unused credit rolls over.
• Credit expires. Each £500 of credit expires three months after the date it is applied to your account, and the oldest credit is used first. In practice that means the most credit you can hold at once is £1,500. Credit is never refundable for cash.
• Opportunities are exclusive. Each opportunity is supplied to you alone, unless it reverts to Radiant (for example if you reject it, mark it lost, or do not act on it in time).
• Do not go around us. For 24 months you must not contract with, or pass on, an opportunity's contact except through Radiant with the fee paid. Breaking this has a significant financial penalty. This protects the value of the introductions we generate.
• You must be a genuine installer. You confirm you are not a competitor (another lead business, marketplace or CRM) and that you are taking opportunities to do the work yourself.
• Cancel anytime. Cancellation takes effect at the end of the current month and stops any further monthly fee. Credit you have already paid for stays yours and can still be spent on opportunities until it expires, and you keep access to the Marketplace for as long as you hold unexpired credit.
• Data. You and Radiant are each independent controllers of the personal data in an opportunity. You must handle contacts lawfully and only for pursuing that opportunity.

By clicking "Get Access" and paying the first £500, you accept the full terms below.

These Terms of Service govern access to and use of the Radiant C&I Marketplace. They are entered into between Radiant Solar Ltd, company number 17302381, whose registered office is at 9 Ermine Close, Bourne, PE10 9XH, England (the "Supplier", "Radiant", "we" or "us"), and the business that accepts these terms (the "Client", "you"). You accept these terms by clicking "Get Access" (or an equivalent control), completing signup, and paying the first Subscription Fee. Your acceptance is recorded with the terms version, date, time and IP address. You confirm that the person accepting has authority to bind the Client.

(A) The Supplier operates a commercial and industrial solar marketplace and technology platform through which qualified commercial solar opportunities are generated, qualified and supplied to accredited installers and developers.

(B) The Client is engaged in the design, supply, installation or financing of commercial solar photovoltaic systems and wishes to receive Opportunities from the Supplier.

(C) These terms record the basis on which the Supplier will supply, and the Client will purchase, Opportunities through the Marketplace.

1.1 In these terms, the following definitions apply:

• Account: the Client account on the Platform through which the Client accesses the Marketplace, views, purchases and manages Opportunities.
• Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, together with its directors, officers, employees, agents, subcontractors and consultants.
• Business Day: a day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for business.
• Competitor: any person or entity that operates, owns, resells or provides services to a lead generation business, lead marketplace, introducer network, or customer relationship management or sales platform serving the solar or wider renewable energy sector, or that acquires Opportunities for onward sale, brokerage or distribution rather than for the direct performance of Works.
• Contact: each individual named in an Opportunity, together with the organisation they represent and any Affiliate of that organisation.
• Credit: a credit applied to the Account under clause 5, redeemable against the Fees for future Opportunities and not redeemable for cash.
• Data Protection Legislation: the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable guidance and codes of practice issued by the Information Commissioner, in each case as amended or replaced.
• Fees: the sums payable by the Client for Opportunities, calculated in accordance with Schedule 1.
• Marketplace: the commercial and industrial solar opportunity marketplace made available by the Supplier through the Platform.
• Opportunity: a commercial solar sales opportunity supplied by the Supplier to the Client under these terms which meets the Qualification Criteria and includes the Opportunity Data.
• Opportunity Data: the information supplied with an Opportunity, including Contact name, job title, organisation, telephone number, email address, site address, estimated system size, indicative consumption or spend data and qualification notes.
• Platform: the Supplier software platform operated at radiantsolar.io and any successor or associated domain, including the Marketplace and the Account.
• Qualification Criteria: the criteria set out in Schedule 2.
• Rejection Window: five Business Days from the time an Opportunity is supplied to the Client.
• Response Window: the period stated in Schedule 1 within which the Client must first attempt contact with an Opportunity.
• Restricted Period: the period beginning on the date an Opportunity is supplied and ending twenty four months after that date.
• Subscription: the recurring monthly Marketplace subscription described in clause 6.
• Subscription Credit: credit applied to the Account on payment of a Subscription Fee, redeemable only against Fees for Opportunities in accordance with clause 6 and not redeemable for cash.
• Subscription Fee: the recurring monthly fee stated in Schedule 1, Part B.
• Subscription Month: a period of one month beginning on the date the Account is activated, and on the same date each month thereafter. Where a month has no such date, the period begins on the last day of that month.
• Works: the design, supply, installation, maintenance, financing or leasing of solar photovoltaic systems, battery energy storage systems, electric vehicle charging infrastructure, voltage optimisation, LED lighting, or any other energy or sustainability product or service.

1.2 Clause and Schedule headings do not affect interpretation. The Schedules form part of these terms and have equal force.

1.3 A reference to writing or written includes email but does not include instant messaging.

1.4 Any words following the terms including, include, in particular or for example are illustrative and do not limit the words preceding them.

1.5 If there is a conflict between the clauses and a Schedule, the clauses prevail unless the Schedule expressly states otherwise.

2.1 Subject to the Client complying with these terms and either maintaining an active Subscription or holding unexpired Subscription Credit in accordance with clause 6.5, the Supplier grants the Client a non-exclusive, non-transferable, revocable right to access the Marketplace through the Account for the sole purpose of receiving and pursuing Opportunities for its own performance of Works.

2.2 The Client is responsible for all activity conducted through the Account, for keeping access credentials secure, and for ensuring that only its own personnel use the Account. The Client must notify the Supplier without undue delay if it becomes aware of any unauthorised access.

2.3 The Client warrants that it is not, and is not owned or controlled by, a Competitor, and that it is acquiring Opportunities solely to perform Works itself or through its own subcontractors. The Client must notify the Supplier in writing within five Business Days if this ceases to be true.

2.4 The Supplier may suspend or restrict access to the Marketplace and the Account immediately, without liability, where the Client is in breach of clause 2.3, has any sum outstanding beyond its due date, has failed to pay a Subscription Fee when due, or is reasonably suspected by the Supplier of a material breach of these terms. Suspension does not relieve the Client of any accrued payment obligation.

2.5 The Supplier does not warrant that the Marketplace will be available uninterrupted or error free, and may modify, restructure or withdraw features of the Platform from time to time.

3.1 The Supplier will use reasonable endeavours to supply Opportunities to the Client throughout the term. Every Opportunity is supplied on an exclusive basis.

3.2 Exclusivity means that the Supplier has not supplied, and will not supply, the same Opportunity to any other party. The Supplier warrants that each Opportunity is supplied to the Client alone, save where that Opportunity reverts to the Supplier under clause 3.3.

3.3 An Opportunity reverts to the Supplier, and the Supplier is then free to supply it to any other party, where:

(a) the Client rejects the Opportunity and a Credit is issued under clause 5;

(b) the Client records the Opportunity in the Account as lost, closed or not proceeding;

(c) the Client has recorded no contact activity against the Opportunity in the Account within the period stated in Schedule 1; or

(d) these terms terminate for any reason.

3.4 On reversion the Client must cease pursuing the Opportunity, and clause 7 ceases to apply to it, save where the Client has by then entered into a contract with the Contact or is in active documented negotiation with them. Reversion under clause 3.3(b), 3.3(c) or 3.3(d) does not entitle the Client to a Credit or refund.

3.5 If the Supplier breaches clause 3.2, the sole remedy of the Client is a Credit equal to twice the Fee for the affected Opportunity.

3.6 The Supplier warrants that at the point of supply each Opportunity has been qualified in accordance with the Qualification Criteria and that the Opportunity Data reflects the information given to the Supplier by the Contact.

3.7 The Client acknowledges that the Opportunity Data comprises statements of intention and estimates given by third parties. The Supplier does not warrant the accuracy of information supplied to it by a Contact, the creditworthiness of any Contact, the technical feasibility of any site, the availability of grid capacity, or that any Opportunity will result in a sale, contract, revenue or profit for the Client.

3.8 An Opportunity is deemed supplied when it is made available in the Account and notified to the Client by email, whichever is earlier.

3.9 Where the Supplier subsequently generates a further opportunity involving the same Contact but relating to a different site, project or phase of works, that is a separate Opportunity and a further Fee is payable. The Supplier will offer it to the Client first. If the Client does not accept it within five Business Days, the Supplier may supply it to any other party and clause 7 does not apply to the Client in respect of that separate opportunity.

3.10 There is no minimum purchase commitment under these terms unless Schedule 1 expressly states a committed monthly volume, in which case that volume is payable whether or not the Client accepts the Opportunities supplied against it.

4.1 The Client must:

(a) make a first genuine attempt to contact each Opportunity within the Response Window and pursue it diligently and professionally in accordance with good industry practice;

(b) hold and maintain all accreditations, memberships, insurances and registrations required to perform the Works, including employer liability and public liability insurance and, where applicable, MCS or equivalent certification, and provide evidence on request;

(c) record the outcome of each Opportunity in the Account, including status, contract value where won, and the reason for loss where lost, within ten Business Days of that outcome becoming known;

(d) not represent itself as the Supplier, as acting on behalf of the Supplier, or as having any authority to bind the Supplier;

(e) deal with each Contact fairly, and not use high pressure, misleading or aggressive sales practices; and

(f) comply with all applicable laws in its dealings with each Contact, including consumer protection law where the Contact is a sole trader or unincorporated business.

4.2 The Client grants the Supplier a perpetual, irrevocable, royalty free licence to use outcome, conversion, pricing and timing data recorded under clause 4.1(c) in anonymised and aggregated form for benchmarking, service improvement, product development and the training of Supplier models and analytics. The Supplier will not disclose that data in any form that identifies the Client or any Contact.

4.3 The Client acknowledges that failure to comply with clause 4.1(c) may result in the Supplier being unable to assess a rejection under clause 5, and that an Opportunity with no recorded outcome may not be rejected.

5.1 Each Opportunity is deemed accepted unless the Client rejects it in the Account within the Rejection Window and states one of the grounds in Schedule 3, Part A, with supporting evidence.

5.2 The grounds in Schedule 3, Part B are not valid grounds for rejection and an Opportunity rejected on any of those grounds remains payable in full.

5.3 The Supplier will assess each rejection in good faith and notify the Client of its decision within five Business Days. Where a rejection is accepted, the Supplier will issue a Credit equal to the Fee for that Opportunity. Where the Fee has not yet been invoiced, the Opportunity will be removed from the relevant invoice.

5.4 Credits are applied against the Fees for future Opportunities, are not redeemable for cash, and expire twelve months after issue or on termination of these terms, whichever is earlier.

5.5 Where the Supplier does not accept a rejection, the parties will discuss the matter in good faith. If the Supplier maintains its decision, the Fee remains payable, without prejudice to the Client rights under clause 18.

5.6 The Supplier may, at its discretion, monitor rejection rates. Where the Client rejection rate materially exceeds the average across Marketplace participants over any rolling three month period, the Supplier may review the Client account, request further evidence, and suspend supply pending that review.

6.1 The Subscription Fee is £500 per month, exclusive of VAT. The first Subscription Fee is payable on signup by the payment method registered on the Account, and the Account is activated on receipt of that payment. Each subsequent Subscription Fee is charged automatically, in advance, to that registered payment method on the same date each month, being the first day of each Subscription Month, in accordance with clause 6.10.

6.2 On receipt of each Subscription Fee the Supplier will apply Subscription Credit of equal value to the Account. Subscription Credit may be applied only against Fees for Opportunities. It may not be applied against a Subscription Fee, VAT, interest, or any sum payable under clause 7.5.

6.3 Subscription Credit that is not used in the Subscription Month to which it relates rolls over and remains available until it expires. Each item of Subscription Credit expires three months after the date it is applied to the Account, and any unused balance is lost on expiry. Because Subscription Credit is applied monthly, the maximum Subscription Credit that can be held on the Account at any time is £1,500.

6.4 Where the Account holds more than one item of Subscription Credit or Credit, they are applied against Fees in order of expiry date, with the earliest to expire applied first. Subscription Credit and Credit are not redeemable for cash and are not refundable in any circumstances.

6.5 The Client may cancel the Subscription at any time through the Account or by written notice. Cancellation takes effect at the end of the Subscription Month in which notice is given, as that term is defined in clause 1.1, and no further Subscription Fee is charged to the registered payment method after that date. No refund or pro rata refund of the Subscription Fee is payable and no further Subscription Credit is applied to the Account after cancellation takes effect. Subscription Credit already applied to the Account and not yet expired remains valid and may continue to be applied against Fees for Opportunities until its expiry date under clause 6.3. Subscription Credit remains non-refundable and is not redeemable for cash. This clause does not apply where these terms are terminated under clause 12, in which case clause 12.5(c) applies.

6.6 Following cancellation the Client continues to have access to the Marketplace for so long as it holds unexpired Subscription Credit, and that access ends when the last item of Subscription Credit is spent or expires, whichever is earlier. Cancellation does not of itself terminate these terms. All Fees for Opportunities already supplied remain payable, and clauses 7, 8 and 9 continue to apply to those Opportunities.

6.7 If a Subscription Fee is not paid when due, the Supplier may suspend access to the Marketplace and the Account under clause 2.4 immediately and without notice. No Subscription Credit accrues in respect of an unpaid Subscription Fee.

6.7A The Client must at all times maintain a valid payment method registered on the Account for the Subscription Fee and for any Fees charged under clause 6.10. If a charge to that payment method fails, the Supplier may suspend access to the Marketplace and the Account under clause 2.4 until the outstanding sum is paid. Suspension under this clause does not cancel, expire or forfeit any Subscription Credit already applied to the Account, and any such Subscription Credit continues to expire only in accordance with clause 6.3. Access is restored once payment is received.

6.8 The Client must pay the Fees for each Opportunity accepted or deemed accepted, calculated in accordance with Schedule 1. Fees are based on the estimated system size band identified during qualification and are not adjusted by reference to the system size ultimately contracted or installed.

6.9 All Subscription Fees and Fees are exclusive of VAT, which is payable in addition at the prevailing rate on production of a valid VAT invoice. Radiant will apply VAT only when it is VAT-registered and required to charge it.

6.10 The Subscription Fee is charged automatically, in advance, to the registered payment method on the first day of each Subscription Month, and Subscription Credit of equal value is applied to the Account on receipt of that payment. Separately, and on the same date, the Fees for Opportunities supplied in the Subscription Month just ended that exceed the Subscription Credit and Credit available to the Client are charged to the same payment method, itemised by Opportunity. Where the Client has stayed within its available credit, nothing further is charged and no invoice is raised. The first Subscription Fee is not charged again on the activation date, having been paid on signup under clause 6.1. Where no valid payment method is registered on the Account, the Supplier may instead issue an invoice for those Fees, payable within fourteen days of the invoice date in cleared funds to the account nominated by the Supplier.

6.11 Time of payment is of the essence. If the Client fails to pay any sum when due, the Supplier may:

(a) charge interest on the overdue sum under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed sum compensation and reasonable recovery costs provided for by that Act;

(b) suspend the supply of further Opportunities and access to the Account without notice; and

(c) set off any sum owed against any Credit, Subscription Credit or other sum owed by the Supplier to the Client.

6.12 The Client must pay all sums in full without deduction, set off, counterclaim or withholding, except as required by law.

6.13 The Supplier may vary the Subscription Fee or the Fees on thirty days written notice. Any variation takes effect only for Subscription Months beginning, or Opportunities supplied, after the notice period expires. If the Client does not accept the variation it may cancel the Subscription under clause 6.5 or terminate under clause 12.2 with effect from the date the variation would take effect.

7.1 Each Opportunity is introduced exclusively by the Supplier. The Client acknowledges that the Supplier has invested materially in generating and qualifying each Opportunity, that the introduction has independent commercial value, and that the restrictions in this clause 7 are reasonable and necessary to protect the legitimate business interests of the Supplier.

7.2 During the Restricted Period the Client must not, and must procure that its Affiliates do not, directly or indirectly:

(a) contract with, quote to, accept instructions from, or perform Works for any Contact otherwise than through these terms and with the Fee for the relevant Opportunity paid in full;

(b) introduce, refer, sell, licence, disclose or otherwise transfer any Opportunity or Opportunity Data to any third party, including any Affiliate, joint venture partner, subcontractor, funder or other installer;

(c) circumvent, or attempt to circumvent, the Supplier by arranging for a Contact to be approached by, or to contract with, any other person; or

(d) take any step designed to avoid or reduce a Fee properly payable under these terms.

7.3 Clause 7.2 applies to any site, project or phase of works involving the Contact, whether or not it is the site identified in the Opportunity Data, and applies whether the relevant approach originates from the Client or from the Contact.

7.4 Clause 7.2 does not apply where the Client can demonstrate by contemporaneous written evidence, provided to the Supplier within ten Business Days of the Opportunity being supplied, that it had an existing and documented relationship with the Contact predating the supply of that Opportunity. Where the Client does so, the Supplier will treat the Opportunity as a duplicate and issue a Credit under clause 5.

7.5 If the Client breaches clause 7.2, the Client must pay the Supplier a sum equal to the greater of (i) £5,000 and (ii) 5% of the total contract value of all Works contracted with the relevant Contact during the Restricted Period. The parties agree that this sum is a genuine pre-estimate of the loss the Supplier would suffer, that it reflects the legitimate interest of the Supplier in protecting the value of its introductions, and that it is proportionate to that interest.

7.6 On written request, and no more than twice in any twelve month period, the Client must provide the Supplier with sufficient information to verify compliance with this clause 7 in relation to identified Contacts, including confirmation of whether any contract has been entered into and its value. The Supplier will keep that information confidential and use it solely to verify compliance.

7.7 This clause 7 survives termination of these terms.

8.1 The Client may use the Opportunity Data solely to pursue the relevant Opportunity and, where a contract results, to perform and administer the resulting Works.

8.2 The Client must not resell, sublicense, publish, syndicate, or make the Opportunity Data available to any third party, or incorporate it into any product, database or list offered to third parties.

8.3 The Client must not use the Opportunity Data to build, train or improve any competing lead generation, marketplace or introducer service.

8.4 The Client must not add any Contact to a general marketing list, newsletter, or automated outbound sequence unrelated to the Opportunity, unless it has obtained its own lawful basis and, where required, consent from that Contact.

8.5 The restrictions in this clause 8 survive termination.

9.1 Each party is an independent controller in respect of personal data contained in the Opportunity Data. Neither party is a processor for the other. Each party must comply with the Data Protection Legislation in respect of its own processing.

9.2 The Supplier warrants that it has collected the personal data in each Opportunity fairly and lawfully, that it has a lawful basis for transferring it to the Client, and that it has provided the Contact with a privacy notice that identifies the sharing of their personal data with installer partners for the purpose of receiving a quotation.

9.3 The Client warrants that on receipt it will:

(a) process the personal data only for the purpose set out in clause 8.1 and on a lawful basis it has itself determined and documented;

(b) provide its own privacy information to each Contact at or before first contact, or at the latest within one month of receipt;

(c) comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 in relation to any telephone, email or SMS contact, including screening against the Telephone Preference Service and Corporate Telephone Preference Service where applicable;

(d) apply appropriate technical and organisational measures to protect the personal data;

(e) respond to any request from a data subject exercising their rights in respect of data held by the Client, and notify the Supplier within three Business Days where the request relates to the source of the data or to the Supplier processing; and

(f) notify the Supplier without undue delay and in any event within twenty four hours of becoming aware of any personal data breach affecting Opportunity Data, and provide reasonable co-operation in relation to that breach.

9.4 Where a Contact objects to processing or withdraws consent, the party receiving that objection must notify the other within three Business Days.

9.5 On termination the Client must cease using the Opportunity Data for prospecting purposes and, on written request, delete or return it, except where the Client has entered into a contract with the relevant Contact or is required to retain it by law, in which case it may retain it for that purpose only.

9.6 Neither party may transfer personal data received under these terms outside the United Kingdom without ensuring an appropriate transfer mechanism under the Data Protection Legislation is in place.

10.1 Each party must keep confidential all information disclosed by the other that is marked confidential or that a reasonable person would regard as confidential, including the Opportunity Data, the Fees, the Platform and its functionality, and the commercial terms of these terms.

10.2 A party may disclose confidential information to its employees, professional advisers and subcontractors who need to know it, provided it procures that they comply with this clause 10, and may disclose where required by law, a court, or a regulator.

10.3 This clause 10 does not apply to information that is or becomes public other than through breach of these terms, or that the receiving party can show was lawfully in its possession before disclosure.

10.4 This clause 10 survives termination for a period of three years, save that obligations in respect of personal data continue for as long as that data is held.

11.1 All intellectual property rights in the Platform, the Marketplace, the Supplier methodology, qualification process, scoring, branding and documentation belong to the Supplier or its licensors. Nothing in these terms transfers any such rights to the Client.

11.2 All rights in the Opportunity Data as compiled and structured by the Supplier belong to the Supplier. The Client is granted a limited, non-transferable licence to use the Opportunity Data strictly in accordance with clause 8.1.

11.3 The Client must not copy, scrape, reverse engineer, or extract data from the Platform other than through functionality made available to it, and must not permit any automated system to access the Platform without the prior written consent of the Supplier.

11.4 Neither party may use the name, logo or trade marks of the other in any marketing or public statement without prior written consent, save that the Supplier may identify the Client as a Marketplace participant on its website and in investor and partner materials.

12.1 These terms begin on the date you accept them and continue until terminated in accordance with this clause 12.

12.2 Either party may terminate these terms for convenience on thirty days written notice.

12.3 Either party may terminate these terms immediately by written notice if the other:

(a) commits a material breach that is irremediable, or that is remediable and is not remedied within fourteen days of written notice requiring it to be remedied;

(b) fails to pay any sum due within fourteen days of the due date;

(c) becomes insolvent, has an administrator or receiver appointed, enters into any arrangement with its creditors, or ceases or threatens to cease to carry on business; or

(d) undergoes a change of control that results in it being controlled by a Competitor.

12.4 The Supplier may terminate immediately by written notice if the Client breaches clause 2.3, clause 7, clause 8 or clause 9.

12.5 On termination:

(a) all Opportunities supplied before termination remain payable in full on the agreed terms, and all outstanding invoices become immediately due;

(b) the Client access to the Marketplace and the Account ceases, and the Supplier may delete Account data thirty days after termination, subject to any legal retention obligation;

(c) unused Credits and Subscription Credit are cancelled and are not refundable, this being distinct from cancellation of the Subscription under clause 6.5, under which unexpired Subscription Credit survives; and

(d) clauses 7, 8, 9, 10, 11, 13, 14, 18 and 19 survive, together with any other provision that by its nature is intended to survive.

13.1 Each party warrants that it has full power and authority to enter into and perform these terms.

13.2 Except as expressly stated in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.3 The Supplier gives no warranty as to the volume of Opportunities that will be supplied, the conversion rate of any Opportunity, the revenue or margin the Client will achieve, or the continued availability of any particular category of Opportunity.

13.4 The Client acknowledges that it is responsible for its own technical assessment, site survey, grid application, pricing, contracting and delivery, and that the Supplier has no involvement in and no liability for the Works.

14.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

14.2 Subject to clause 14.1, neither party is liable to the other for any loss of profit, loss of business, loss of anticipated saving, loss of contract, loss of goodwill, or any indirect or consequential loss, in each case whether arising in contract, tort, breach of statutory duty or otherwise.

14.3 Subject to clause 14.1, the total aggregate liability of the Supplier arising out of or in connection with these terms is limited to the total Fees paid by the Client in the twelve months immediately preceding the event giving rise to the claim.

14.4 Clauses 14.2 and 14.3 do not apply to the Client obligations to pay the Fees, to any sum payable under clause 7.5, or to any liability arising from a breach by the Client of clause 7, clause 8 or clause 9.

14.5 The Client indemnifies the Supplier against all losses, fines, claims and reasonable costs arising from any breach by the Client of clause 8 or clause 9, or from any claim by a Contact arising from the Client conduct.

15.1 Each party must comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and with all applicable modern slavery, sanctions and anti-money laundering legislation.

15.2 Neither party may offer or accept any bribe, facilitation payment or improper inducement in connection with these terms.

16.1 Neither party is in breach of these terms, nor liable for delay in performing, as a result of any event beyond its reasonable control. This does not excuse any obligation to pay.

17.1 Assignment. Neither party may assign or transfer these terms without the prior written consent of the other, save that the Supplier may assign to any Affiliate or in connection with a sale of its business or assets.

17.2 Entire agreement. These terms constitute the entire agreement between the parties and supersede all previous agreements, including any prior opportunity supply agreement between the Client and Pipeline Generation Group or any Affiliate of the Supplier. Each party acknowledges that it has not relied on any statement or representation not set out in these terms.

17.3 Variation. Save for the Supplier's right to vary Fees under clause 6.13 and to update these terms on notice, no variation is effective unless recorded in writing. The Supplier may update these terms from time to time; the version in force is the version accepted at signup or the latest version notified to and accepted by the Client.

17.4 Waiver. A failure or delay in exercising any right is not a waiver of it.

17.5 Severance. If any provision is found to be invalid or unenforceable, it is deemed modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, deleted, without affecting the remainder of these terms.

17.6 No partnership. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties.

17.7 Third party rights. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.

17.8 Notices. Notices must be in writing and sent to the registered office of the relevant party, or by email to the address notified for that purpose. Notice by email is deemed given at the time of transmission, or if transmitted after 5.00pm on a Business Day, on the next Business Day. Notice of termination or of a claim must also be sent by post.

18.1 If a dispute arises, a senior representative of each party must meet, in person or by video, within ten Business Days of written notice of the dispute and attempt to resolve it in good faith.

18.2 If the dispute is not resolved within twenty Business Days of that meeting, either party may commence proceedings. Nothing in this clause prevents either party from seeking injunctive relief or from pursuing a debt claim for undisputed sums at any time.

19.1 These terms and any dispute or claim arising out of them, including non-contractual disputes or claims, are governed by and construed in accordance with the law of England and Wales.

19.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Part A, Fees by estimated system size

Fees are per Opportunity, exclusive of VAT, based on the estimated system size band identified during qualification. Every Opportunity is supplied exclusively to the Client in accordance with clause 3.

Each band includes its lower figure and excludes its upper figure. The same bands apply to roof mounted and ground mounted installations, priced by estimated system size. The Fee for an Opportunity is fixed at the point the Client accepts it and is not recalculated afterwards.

Part B, Subscription and payment

Part C, Worked example

For illustration only. In the event of conflict, the clauses prevail.

An Account is activated on 30 September. Month 1 is a full month running from 30 September to 29 October, not a part month to the end of September. Month 2 runs from 30 October to 29 November, Month 3 from 30 November to 29 December, and so on. Every payment falls on the 30th, or on the last day of a month that has no 30th.

In Month 3 the Month 1 credit is applied first because it is the earliest to expire. The Client takes £2,000 of Fees against £1,500 of available credit, so £500 remains unpaid at the end of Month 3. That £500 is charged to the same card on 30 December, the date Month 4 begins, alongside the £500 Subscription Fee for Month 4, as two separate charges. Nothing above the Subscription Fee is charged in Months 1 and 2 because no Opportunities were taken. Had no Opportunities been taken in Month 3, the Month 1 credit of £500 would have expired unused on 30 December, three months after the date it was applied.

An Opportunity is qualified where, at the point of supply, each of the following has been established and recorded by the Supplier:

1. The organisation is a UK registered business, charity, public body or unincorporated business occupying non-domestic premises.
2. A live conversation has taken place by telephone or video with a named individual who is a decision maker or an identified influencer in the buying process for energy or capital projects.
3. The Contact has confirmed an interest in receiving a proposal for commercial solar and has consented to their details being passed to an installer partner for that purpose.
4. An indicative annual electricity consumption in kWh, or annual electricity spend, has been captured.
5. The nature and approximate scale of available roof or land space has been captured, together with the tenure position, being owned, leased, or leased with landlord consent required.
6. An estimated system size band has been derived and recorded.
7. An indicative timeframe for a decision has been captured.
8. Contact name, job title, organisation name, direct telephone number, email address and site address have been captured.
9. The Opportunity has not previously been supplied to the Client or to any other party.

The Supplier will make the qualification notes for each Opportunity available in the Account.

Part A, Valid grounds for rejection

An Opportunity may be rejected within the Rejection Window on any of the following grounds, with supporting evidence recorded in the Account:

1. The telephone number and email address supplied are both materially incorrect or non-functioning, evidenced by at least five documented contact attempts across at least two channels over at least three Business Days.
2. The Contact states that no qualification conversation took place, or that they did not consent to being contacted by an installer.
3. The premises are wholly domestic.
4. The organisation was in liquidation, administration or a striking off process at the date of supply.
5. The Opportunity duplicates one previously supplied to the Client in respect of the same organisation and the same site.
6. The site falls outside the geographic coverage stated in Schedule 1.
7. The estimated system size is more than one band below the band charged, in which case the Supplier will issue a partial Credit for the difference rather than a full Credit.
8. The Client had a documented pre-existing relationship with the Contact, evidenced in accordance with clause 7.4.

Part B, Grounds that are not valid for rejection

The following are commercial risks the Client accepts on acceptance of an Opportunity. An Opportunity rejected on any of these grounds remains payable in full.

1. The Contact did not answer or did not respond, where the Client has not made and recorded the contact attempts required by Part A, paragraph 1.
2. The Client failed to make first contact within the Response Window, or the Opportunity went cold while the Client did not pursue it.
3. The Contact decided not to proceed, deferred the project, or chose another installer.
4. The Contact considered the price quoted by the Client to be too high, or the Client and the Contact could not agree commercial terms.
5. The Contact could not obtain funding, or the Client could not offer a funding structure the Contact would accept.
6. A site survey identified roof condition, structural, electrical or access constraints that were not apparent at qualification, unless the Opportunity Data materially misstated a matter recorded under Schedule 2.
7. Grid capacity was unavailable, a connection application was refused, or the cost of a connection made the project uneconomic.
8. Landlord consent was not forthcoming, where the tenure position recorded under Schedule 2 correctly identified that consent would be required.
9. The estimated system size proved inaccurate by one band or less, or the system ultimately contracted was smaller or larger than the estimate.
10. The Client no longer wishes to work in the area, no longer has capacity, or has changed the type of work it takes on.
11. The Contact had separately been approached by, or had separately approached, another installer, where the Supplier had not supplied that Opportunity to any other party.
12. The Client considers the Opportunity to be of poor quality, without identifying a ground in Part A.
13. The Client has cancelled its Subscription, or wishes to reduce the sums payable in a given month.