GRE Terms and Conditions
GREENROCK ENERGY
TERMS AND CONDITIONS OF BUSINESS
Trading name: GreenRock Energy
Legal entity: Bennett Associates Consulting Limited
Company number: 03754846
Registered office: Unit 11 Dunkirk Business Park, Southwick, Trowbridge BA14 9NL
Effective date: 1st January 2026
1. About These Terms
1.1 These Terms and Conditions (“Terms”) apply to all services supplied by Bennett Associates Consulting Limited, trading as GreenRock Energy (“GreenRock”, “we”, “us” or “our”) to any commercial client (“Client”, “you” or “your”).
1.2 GreenRock provides specialist energy consultancy, assessment and compliance services, including but not limited to:
- Commercial Energy Performance Certificates (EPCs);
- Display Energy Certificates (DECs) and associated Advisory Reports;
- Minimum Energy Efficiency Standards (MEES) consultancy and compliance advice;
- Energy Savings Opportunity Scheme (ESOS) assessments and related consultancy;
- TM44 air-conditioning inspections;
- Section 63 assessments and Action Plans in Scotland;
- Energy efficiency and carbon reduction consultancy;
- Energy and building performance assessments;
- Regulatory and statutory energy compliance advice; and
- Other energy-related consultancy services agreed with the Client.
1.3 These Terms, together with our quotation, proposal, statement of work, order confirmation or other written agreement (“Proposal”), form the agreement between GreenRock and the Client (“Contract”).
1.4 If there is any conflict between these Terms and a Proposal, the Proposal shall take precedence only to the extent that it expressly states that it overrides these Terms.
1.5 No terms or conditions contained in any purchase order, supplier portal, procurement document or other document issued by the Client shall apply unless expressly accepted by GreenRock in writing.
2. Quotations and Acceptance
2.1 Quotations and proposals issued by GreenRock are valid for the period stated in the relevant quotation. If no period is specified, the quotation shall remain valid for 30 days.
2.2 A Contract shall be formed when the Client:
- accepts the Proposal in writing;
- issues a purchase order;
- instructs GreenRock to commence the Services; or
- otherwise confirms acceptance of the Services.
2.3 Unless expressly stated otherwise, GreenRock’s quotations are based upon the information provided by the Client at the time of quotation.
2.4 If the scope, size, use, complexity, location or circumstances of a property differ materially from the information provided, GreenRock reserves the right to revise the quotation.
2.5 Any additional work requested by the Client or reasonably required as a result of circumstances outside GreenRock’s control may be charged in addition to the original quotation.
3. Scope of Services
3.1 GreenRock shall provide the Services described in the Proposal with reasonable skill and care.
3.2 The precise scope of Services shall be as set out in the Proposal.
3.3 Unless expressly included in the Proposal, our Services do not include:
- building, mechanical or electrical works;
- installation, repair or maintenance works;
- planning applications or building control submissions;
- legal advice;
- tax or financial advice;
- project management of improvement works;
- guarantees of energy savings;
- guarantees that a property will achieve a particular EPC, DEC or other regulatory rating;
- representation before a regulator, local authority or other statutory body;
- preparation of documents or information that the Client has failed to provide;
- repeat site visits caused by circumstances attributable to the Client; or
- any other service not expressly included in the Proposal.
3.4 Where GreenRock recommends energy efficiency or improvement measures, such recommendations are professional assessments based upon information available to GreenRock at the time of assessment. They are not guarantees of future energy savings, financial returns or regulatory outcomes.
4. Client Responsibilities
4.1 The Client shall provide GreenRock with all information, documentation, access and assistance reasonably required to perform the Services.
4.2 The Client shall ensure that all information supplied to GreenRock is accurate, complete and up to date to the best of the Client’s knowledge.
4.3 Information may include, where relevant:
- building plans and drawings;
- floor areas and measurements;
- heating, cooling and ventilation information;
- details of building fabric;
- energy consumption data;
- utility bills;
- meter information;
- operating hours;
- occupancy information;
- equipment details;
- previous EPCs, DECs, Advisory Reports or Action Plans;
- HAVAC system information;
- lease and tenancy information; and
- other information reasonably required for the relevant assessment.
4.4 GreenRock shall not be responsible for errors, omissions or regulatory consequences arising from inaccurate, incomplete or misleading information supplied by the Client or third parties acting on the Client’s behalf.
4.5 The Client shall provide safe and unrestricted access to the relevant premises at the agreed time.
4.6 The Client is responsible for ensuring that GreenRock and its representatives can safely access plant rooms, roof areas, mechanical spaces, electrical rooms and other areas reasonably required for the Services.
4.7 Where access is unavailable or a site visit cannot reasonably be completed, GreenRock may charge for wasted attendance and any additional visit required.
5. Site Surveys and Assessments
5.1 Where the Services include a site survey or inspection, GreenRock will undertake the inspection within the scope stated in the Proposal.
5.2 Unless expressly agreed otherwise, inspections are non-invasive and do not involve destructive investigation, opening up of building fabric or dismantling of plant or equipment.
5.3 GreenRock shall be entitled to rely upon information visible, accessible and reasonably available during the inspection.
5.4 GreenRock does not warrant that every concealed, inaccessible or undocumented feature of a building or system will be identified.
5.5 Where specialist testing, opening-up, access equipment, specialist contractors or other investigation is required, GreenRock may recommend that additional services be undertaken.
6. EPC Services
6.1 Where GreenRock provides an EPC, the assessment will be undertaken using the applicable methodology, software and regulatory requirements in force at the time of the assessment.
6.2 The Client acknowledges that an EPC is an assessment based upon defined methodologies and assumptions and does not constitute a guarantee of actual energy consumption or operating costs.
6.3 The EPC rating or result may be affected by information supplied by the Client, building characteristics, assumptions permitted by the relevant methodology and changes to applicable regulations or calculation methodologies.
6.4 GreenRock cannot guarantee a particular EPC rating before completion of the assessment.
6.5 Where an EPC is required for a transaction, the Client remains responsible for ensuring that the EPC is commissioned and available within any applicable statutory or transaction deadline.
6.6 Where an EPC is lodged on an official register, GreenRock will use reasonable skill and care to complete the lodgement correctly. GreenRock shall not be responsible for delays or failures caused by government systems, registers, software providers or other third parties.
6.7 Where regulations or methodologies change after an EPC has been completed, GreenRock shall have no obligation to reissue or amend the EPC unless this is specifically agreed as an additional service.
7. DEC Services
7.1 Where GreenRock provides a Display Energy Certificate, Advisory Report or related service, the assessment will be carried out using the applicable statutory methodology and information available to GreenRock.
7.2 The Client is responsible for providing accurate energy consumption and operational information where required.
7.3 GreenRock does not guarantee the operational rating, energy consumption, carbon emissions or future performance of the building.
7.4 Where the Client requires an ongoing or annual DEC service, each assessment shall constitute a separate service unless otherwise agreed in writing.
8. MEES and Regulatory Compliance
8.1 GreenRock may provide consultancy relating to the Minimum Energy Efficiency Standards (“MEES”), EPC ratings, exemptions, improvement measures and related compliance matters.
8.2 GreenRock’s advice is based upon the legislation, regulations, guidance and information available at the time the advice is provided.
8.3 Unless expressly stated in the Proposal, GreenRock does not provide legal advice and the Client should obtain independent legal advice where legal interpretation, contractual rights or disputes are involved.
8.4 GreenRock does not guarantee that a Client will be exempt from a regulatory requirement, that an exemption will be accepted by a regulator or that a particular enforcement outcome will be avoided.
9. ESOS Services
9.1 Where GreenRock provides ESOS services, the Client shall provide all information reasonably required to determine qualification, undertake the assessment and complete the applicable compliance process.
9.2 The Client remains responsible for ensuring that it qualifies correctly for ESOS and for providing complete information relating to its corporate structure, energy consumption, buildings, transport and industrial processes where relevant.
9.3 GreenRock will perform the agreed ESOS Services with reasonable skill and care.
9.4 Unless expressly included in the Proposal, GreenRock shall not be responsible for identifying every entity within a Client’s corporate group or determining the Client’s legal corporate structure.
9.5 The Client shall promptly inform GreenRock of any changes to its group structure, ownership, acquisitions, disposals or other circumstances which may affect ESOS qualification.
9.6 GreenRock shall not be liable for penalties, enforcement action or other consequences arising from information that the Client failed to disclose or supplied inaccurately.
10. TM44 Air-Conditioning Assessments
10.1 Where GreenRock undertakes a TM44 air-conditioning inspection, the inspection will be carried out in accordance with the applicable TM44 methodology and requirements.
10.2 The Client shall provide reasonable access to relevant air-conditioning systems and associated documentation.
10.3 GreenRock shall not be responsible for identifying defects or faults that cannot reasonably be identified during a visual or non-invasive inspection.
10.4 A TM44 inspection is an energy performance assessment and should not be regarded as a comprehensive mechanical, electrical, safety or condition survey.
10.5 Any recommendation made within a TM44 report is advisory unless otherwise expressly stated.
11. Section 63 – Scotland
11.1 Where GreenRock provides Section 63 services in Scotland, the Services shall be undertaken in accordance with the applicable Scottish legislation, regulations, guidance and methodology in force at the relevant time.
11.2 Section 63 requirements may apply to qualifying non-domestic buildings and may require the production of an Action Plan and/or other documentation depending upon the circumstances of the property. Scottish Government
11.3 The Client is responsible for providing accurate information regarding the building, its use, ownership, transactions and any other matters relevant to determining the applicable requirements.
11.4 Where GreenRock prepares an Action Plan, the Client acknowledges that the Plan is prepared based upon the information and assumptions available at the time.
11.5 GreenRock does not guarantee that implementation of recommendations will produce a particular energy or carbon saving.
11.6 GreenRock shall not be responsible for any failure by the Client to implement measures, maintain records, comply with ongoing requirements or meet statutory deadlines following completion of the Services.
12. Regulatory Changes
12.1 Energy performance and environmental regulations are subject to change.
12.2 GreenRock shall apply the applicable requirements that it reasonably understands to be in force at the time the relevant Services are performed.
12.3 Where a regulatory change occurs after the Proposal has been issued or Services have commenced, GreenRock may revise the scope, timescale and/or price where the change materially affects the Services.
12.4 Unless expressly agreed, GreenRock is not responsible for continuously monitoring legislative or regulatory changes after completion of the Services.
13. Fees and Payment
13.1 Fees shall be as stated in the Proposal.
13.2 Unless otherwise stated, all prices are exclusive of VAT and any applicable taxes.
13.3 GreenRock shall issue invoices in accordance with the payment terms specified in the Proposal.
13.4 Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date.
13.5 GreenRock reserves the right to charge interest on overdue invoices at the rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998, together with any applicable statutory compensation and reasonable recovery costs.
13.6 Where an invoice remains unpaid, GreenRock may suspend Services until payment is received.
13.7 Suspension of Services due to non-payment shall not constitute a breach of Contract by GreenRock.
13.8 GreenRock may require payment in advance for certain Services, particularly where significant third-party fees, registration fees, travel or other costs are incurred.
14. Additional Work and Expenses
14.1 Additional work requested by the Client which falls outside the agreed scope may be charged at GreenRock’s prevailing rates.
14.2 GreenRock shall, where reasonably practicable, notify the Client before undertaking material additional chargeable work.
14.3 Additional charges may arise where:
- additional site visits are required;
- the Client provides incomplete or inaccurate information;
- the scope of the assessment materially changes;
- additional buildings or systems are identified;
- specialist investigation is required;
- access is unavailable;
- a return visit is required due to circumstances outside GreenRock’s control; or
- regulatory or methodological changes materially affect the Services.
14.4 Reasonable travel, accommodation, parking and other expenses may be charged where stated in the Proposal or reasonably incurred in performing the Services.
15. Timescales
15.1 GreenRock will use reasonable endeavours to meet any estimated completion date.
15.2 Unless expressly stated in writing, any timescale provided is an estimate and is not a contractual deadline.
15.3 GreenRock shall not be responsible for delays caused by:
- the Client;
- third parties;
- lack of access;
- delays in receiving information;
- government or registration systems;
- technical problems;
- software providers;
- regulatory changes;
- severe weather;
- industrial action;
- illness or staff shortages; or
- other circumstances beyond GreenRock’s reasonable control.
16. Cancellation and Rescheduling
16.1 The Client may request cancellation or rescheduling of an appointment by giving GreenRock reasonable notice.
16.2 GreenRock reserves the right to charge reasonable cancellation, wasted attendance or rescheduling costs where a site visit is cancelled or postponed at short notice.
16.3 Where work has already commenced, GreenRock shall be entitled to charge for Services performed up to the date of cancellation together with any non-refundable costs reasonably incurred.
16.4 Where a statutory deadline applies, cancellation or postponement shall not relieve the Client of its responsibility to meet that deadline.
17. Reports and Deliverables
17.1 Reports, certificates, assessments and other deliverables shall be supplied electronically unless otherwise agreed.
17.2 The Client shall review the deliverables promptly and notify GreenRock of any material factual error within 14 days of receipt.
17.3 Where an error is identified that is attributable to GreenRock, GreenRock shall use reasonable endeavours to correct it.
17.4 Minor formatting, typographical or administrative errors shall not constitute a material breach of Contract.
17.5 GreenRock reserves the right to correct any genuine error or omission identified after issue where reasonably necessary.
18. Intellectual Property
18.1 All intellectual property rights in GreenRock’s methodologies, templates, calculations, systems, processes, software, know-how and pre-existing materials shall remain the property of GreenRock or its licensors.
18.2 Subject to payment of all fees, the Client is granted a non-exclusive, non-transferable licence to use the reports and deliverables provided by GreenRock for the Client’s internal business purposes and for the specific property or purpose for which they were commissioned.
18.3 The Client shall not reproduce, modify, resell or commercially exploit GreenRock’s reports or materials for third parties without GreenRock’s prior written consent, except where required by law or a relevant regulator.
19. Reliance by Third Parties
19.1 Unless expressly agreed in writing, the Services are provided solely for the Client.
19.2 No third party may rely upon any report, certificate, assessment, recommendation or other deliverable produced by GreenRock.
19.3 The Client shall indemnify GreenRock against claims brought by a third party arising from unauthorised reliance upon the Services, except to the extent caused by GreenRock’s negligence or other liability that cannot legally be excluded.
19.4 Where the Client requires a third party to rely upon a report, GreenRock may agree to provide a formal reliance letter or third-party reliance arrangement subject to additional fees and terms.
20. Confidentiality
20.1 Each party shall keep confidential all confidential commercial, technical and business information received from the other party.
20.2 Confidential information shall not include information which:
- is already publicly available;
- becomes publicly available other than through a breach of confidentiality;
- was lawfully known to the receiving party before disclosure; or
- is required to be disclosed by law, regulation or a competent authority.
20.3 GreenRock may disclose information to employees, consultants, subcontractors and professional advisers where reasonably necessary to perform the Services, provided they are subject to appropriate confidentiality obligations.
21. Data Protection
21.1 Each party shall comply with applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018, where applicable.
21.2 GreenRock may process personal data where reasonably necessary to provide the Services, administer the Client relationship, issue invoices, maintain records and comply with legal or regulatory obligations.
21.3 Further information about GreenRock’s handling of personal data may be set out in a separate Privacy Notice.
22. Subcontractors and Specialists
22.1 GreenRock may use appropriately qualified employees, consultants, assessors, specialists or subcontractors to perform all or part of the Services.
22.2 GreenRock shall remain responsible for the Services performed by its subcontractors to the extent required by law and the terms of the Contract.
22.3 The Client shall not unreasonably refuse the use of subcontractors where GreenRock considers their involvement necessary to deliver the Services.
23. Professional Standards
23.1 GreenRock shall perform the Services with reasonable skill and care expected of a competent professional energy consultancy providing services of the relevant nature.
23.2 Where a particular certification, accreditation, approved assessor status or professional registration is required for a Service, GreenRock shall use appropriately qualified personnel or approved providers as applicable.
23.3 GreenRock does not warrant that its Services will produce a particular commercial, financial or regulatory outcome.
24. Limitation of Liability
24.1 Nothing in these Terms shall exclude or limit liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- deliberate misconduct; or
- any liability which cannot lawfully be excluded or limited.
24.2 Subject to clause 24.1, GreenRock’s total aggregate liability arising out of or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed 100% of the total fees paid or payable for the relevant Services.
24.3 GreenRock shall not be liable for:
- loss of profit;
- loss of revenue;
- loss of business;
- loss of anticipated savings;
- loss of contracts;
- loss of goodwill;
- loss of reputation;
- loss of opportunity; or
- any indirect or consequential loss.
24.4 GreenRock shall not be liable for regulatory penalties, fines, enforcement action or losses resulting from the Client’s failure to comply with statutory requirements where GreenRock has provided the agreed Services, but the Client has failed to act upon advice, recommendations or deadlines.
24.5 Nothing in this clause shall prevent the Client from pursuing a claim for a material failure by GreenRock to perform the Services with reasonable skill and care.
25. Insurance
25.1 GreenRock shall maintain such professional indemnity, public liability and other insurance as it considers appropriate for the nature and scale of its business.
25.2 Upon reasonable request, GreenRock may provide evidence of relevant insurance cover, subject to confidentiality and insurer requirements.
26. Force Majeure
26.1 GreenRock shall not be liable for failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.
26.2 Such circumstances may include natural disasters, severe weather, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, industrial disputes, power or telecommunications failure, cyber incidents, government action, regulatory changes, failure of third-party systems and other events beyond GreenRock’s reasonable control.
27. Termination
27.1 Either party may terminate the Contract immediately by written notice if the other party:
- commits a material breach which is incapable of remedy;
- commits a material breach capable of remedy and fails to remedy it within 14 days of written notice;
- becomes insolvent or enters administration, liquidation or another formal insolvency process; or
- ceases or threatens to cease carrying on business.
27.2 GreenRock may suspend or terminate Services where the Client fails to pay an undisputed invoice by the due date.
27.3 On termination, the Client shall pay GreenRock for all Services performed and expenses reasonably incurred up to the date of termination.
27.4 Termination shall not affect any rights or liabilities accrued before termination.
28. Complaints
28.1 GreenRock aims to provide a professional and high-quality service.
28.2 If the Client is dissatisfied with any aspect of the Services, it should notify GreenRock as soon as reasonably practicable and provide details of the issue.
28.3 GreenRock will investigate legitimate complaints and, where appropriate, seek to rectify any error attributable to GreenRock.
28.4 The Client shall provide GreenRock with a reasonable opportunity to investigate and, where appropriate, remedy any alleged defect before engaging another consultant to repeat or replace the Services.
29. Conflicts of Interest
29.1 GreenRock shall take reasonable steps to identify actual conflicts of interest relevant to the Services.
29.2 The Client shall inform GreenRock of any circumstances that may create an actual or potential conflict.
29.3 Where a conflict arises which cannot reasonably be managed, GreenRock may decline to continue providing the relevant Services.
30. Marketing and References
30.1 GreenRock shall not use the Client’s name or logo for marketing purposes without the Client’s consent.
30.2 GreenRock may state that it has provided services to the Client where this information is already publicly available, unless the Client has expressly requested otherwise.
31. Assignment
31.1 The Client may not assign, transfer, subcontract or otherwise dispose of any of its rights or obligations under the Contract without GreenRock’s prior written consent.
31.2 GreenRock may assign or transfer its rights and obligations to a group company, successor business or purchaser of substantially all of its business, provided this does not materially reduce the Client’s contractual rights.
32. Entire Agreement
32.1 The Contract constitutes the entire agreement between GreenRock and the Client in relation to the Services.
32.2 The Client acknowledges that it has not relied upon any statement, representation or promise not expressly set out in the Contract.
32.3 Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.
33. Variation
33.1 GreenRock may update these Terms from time to time.
33.2 Any variation to the Terms applicable to an existing Contract shall not take effect retrospectively unless agreed by the parties or required by law.
33.3 Changes to the scope or price of an individual project shall be agreed in writing where reasonably practicable.
34. Severance
34.1 If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision shall be deemed modified or removed to the minimum extent necessary.
34.2 The remaining provisions shall continue in full force and effect.
35. Waiver
35.1 A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that right or remedy.
35.2 A waiver of any breach shall not constitute a waiver of any subsequent breach.
36. Notices
36.1 Notices under the Contract shall be provided in writing by email or post to the contact details provided by the relevant party.
36.2 Notices sent by email shall be deemed received on the next Business Day, provided no delivery failure notification is received.
37. Governing Law and Jurisdiction
37.1 These Terms and any Contract between GreenRock and the Client shall be governed by the laws of England and Wales, unless otherwise expressly agreed in writing.
37.2 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising out of or in connection with the Contract.
37.3 Nothing in this clause prevents GreenRock from seeking urgent injunctive or protective relief in any court of competent jurisdiction.
SCHEDULE 1 – SERVICES
The Services that GreenRock may provide include, but are not limited to:
Commercial EPCs
Preparation and lodgement of Energy Performance Certificates for qualifying commercial properties.
Display Energy Certificates
Preparation of DECs and associated Advisory Reports where applicable.
MEES
Consultancy relating to Minimum Energy Efficiency Standards, EPC ratings, exemptions and improvement strategies.
ESOS
ESOS qualification support, energy assessments, data analysis, reporting and related compliance services.
TM44
Air-conditioning energy inspections and associated reports.
Section 63 – Scotland
Section 63 assessments, Action Plans and related energy performance consultancy for qualifying Scottish non-domestic buildings.
Energy Consultancy
Energy efficiency reviews, carbon reduction advice, building performance advice and related consultancy services.
SCHEDULE 2 – CLIENT ACKNOWLEDGEMENT
By instructing GreenRock Energy, the Client acknowledges that:
- GreenRock provides professional energy consultancy and compliance services rather than legal advice.
- Regulatory requirements can change.
- The Client remains responsible for its own legal and regulatory compliance.
- GreenRock’s assessments depend upon the accuracy and completeness of information provided.
- Energy performance ratings and assessments are not guarantees of actual energy consumption or future savings.
- Recommendations provided by GreenRock are advisory unless expressly stated otherwise.
- Statutory deadlines remain the Client’s responsibility.
- Third parties may not rely upon GreenRock’s reports without GreenRock’s written consent.
- These Terms form part of the Contract between GreenRock and the Client.
ACCEPTANCE
For and on behalf of the Client
Company name: __________________________
Name: ______________________________________
Position: ___________________________________
Signature: __________________________________
Date: _______________________________________
For and on behalf of Bennett Associates Consulting Limited trading as GreenRock Energy
Name: Jason Lloyd
Position: Director
Signature:
J Lloyd
Date: 1st January 2026