Version 2.0

1. About These Terms

These Subscription Terms and Conditions (“Terms”) apply to all subscription services provided by Vester (“we”, “us”, “our”) to you (“you”, “your”).

These Terms, together with the applicable Service Schedule(s) agreed at checkout or otherwise in writing, form the entire agreement between us (the “Agreement”).

If there is any conflict between these Terms and a Service Schedule, the Service Schedule will take priority.

2. Definitions

In these Terms:

Agreement: These Terms and the applicable Service Schedule(s).
Services: The services described in the relevant Service Schedule(s).
Fees: The subscription charges payable for the Services.
Commencement Date: The date the Services start, as confirmed at checkout or in writing.

Headings are for convenience only and do not affect interpretation.

3. Scope of Services

We will provide the Services with reasonable skill and care, in line with industry standards.

The Services are limited to those expressly described in the applicable Service Schedule(s).

Unless expressly stated in writing, we do not guarantee cost savings, supplier acceptance, or specific commercial outcomes.

4. Your Responsibilities

You must provide accurate, complete, and timely information reasonably required for us to deliver the Services.

You confirm that you have authority to appoint us to provide the Services and to enter into contracts or arrangements with third-party suppliers where relevant.

You remain responsible for all final decisions, including whether to enter into any third-party contracts.

5. Fees, Billing, and Payment

Subscription Fees

Fees are subscription-based and payable in advance, either monthly or annually (where available).

Annual subscriptions receive a ten per cent (10%) discount and are payable in full in advance. Annual Fees are non-refundable except where required by law or expressly agreed in writing.

All Fees are exclusive of VAT, which will be added where applicable.

Direct Debit and Payment Authorisation

Where Fees are payable on a subscription basis, you agree that Fees will be collected automatically by Direct Debit on a recurring basis.

By subscribing and completing the Direct Debit mandate, you authorise us and our payment service providers to collect the applicable Fees from your nominated bank account in line with the agreed billing frequency.

Invoicing and Failed Payments

Invoices are issued electronically and made available by email or via our billing systems. For monthly subscriptions, invoices are issued in advance of the relevant billing period.

Where a payment fails or is rejected, we may re-attempt collection, request updated payment details, and/or suspend or restrict the Services while payment remains outstanding. Suspension does not affect your obligation to pay Fees due under this Agreement.

Late payments may accrue interest at 4% per annum above the Bank of England base rate, calculated daily.

6. Authority and Third Parties

Where agreed, you authorise us to liaise with suppliers, distributors, and regulators on your behalf in connection with the Services.

We are not a party to any energy supply or other third-party contract unless expressly agreed in writing.

We use third-party service providers (including payment processors) to deliver parts of the Services. These providers may process data in accordance with their own terms and privacy policies.

7. Confidentiality

Each party must keep confidential any confidential information received from the other party and use it only for the purposes of this Agreement. This obligation continues after termination.

8. Data Protection

Each party will comply with applicable UK data protection law.

Where Vester processes personal data on your behalf as a data processor, the Vester Data Processing Agreement applies. The current version is available at https://vester.energy/legal/data-processing.

9. Liability

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to the above, our total liability under this Agreement is limited to the Fees paid or payable in the 12 months preceding the claim.

We are not liable for indirect or consequential losses, including loss of profit, revenue, or business opportunity.

10. Term and Termination

This Agreement starts on the Commencement Date and continues for an initial minimum term of twelve (12) months, as set out in the applicable Service Schedule.

After the initial term, the Agreement continues on a rolling basis unless either party gives three (3) months’ written notice.

Either party may terminate for material breach if the breach is not remedied within a reasonable period after notice.

Termination does not affect rights or obligations accrued before termination.

11. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control.

12. Governing Law

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.