Introduction
These Terms and Conditions are divided into two sections. The Small Market Terms apply to residential and small business customers who use Zembl's price comparison, switching and Re-Zembl services. The Large Market Terms apply to Zembl's commercial and industrial (C&I) services.
In these Terms, Zembl means Zembl Pty Limited ABN 29 138 847 757 and, where applicable, any related body corporate or entity in the Zembl Group. When these Terms say you or your, this means the customer receiving Small Market Services or Large Market Services from Zembl, as applicable.
1. Definitions and Interpretation
1.1. Chosen Retailer means:
(a) for Small Market Services, an energy retail supplier selected by Zembl or listed on Zembl's website from time to time, including your existing energy retail supplier where applicable; or
(b) for Large Market Services, the energy retailer selected by you as part of a tender, procurement, comparison or offer acceptance process.
1.2. Contract means any contract between you and a Chosen Retailer, and in relation to Large Market Services also includes any direct metering agreement or other contract between you and a Metering Provider, energy efficiency provider or other third-party provider.
1.3. Data means information relating to you, your personnel, sites, accounts, contracts, meters, tariffs, usage, billing and related energy information, including any 'personal information' (as that term is defined in the Privacy Act 1988 (Cth)).
1.4. Large Market Services means the services described in clause 3.1.
1.5. Letter of Authority means any authority given by you authorising Zembl to act on your behalf in relation to energy accounts, energy usage, metering information, energy procurement activities or related services.
1.6. Metering Provider means the metering provider selected or nominated in connection with your sites.
1.7. Offer Acceptance Form means, in relation to Large Market Services only, the document signed by you confirming your intention to accept a proposed retail energy offer, metering arrangement or related service.
1.8. Services means the Small Market Services or Large Market Services, as applicable.
1.9. Small Market Services means the price comparison, switching and Re-Zembl renewal services described in clause 2, including any separate renewal agreement entered into under clause 2.5.
2. Small Market Terms
2.1. This clause 2 applies to residential and small business customers who use the Small Market Services.
2.2. To use the Small Market Services, you must be the owner or occupier of the relevant premises, hold an ABN/ACN (if a business), be 18 or over (if an individual), and provide Zembl with all information reasonably required.
2.3. Price comparison services: Zembl will use reasonable endeavours to secure favourable and competitive prices on your behalf and may provide you with relevant quotations or offers obtained from retail energy suppliers for your consideration. Zembl and the relevant retail energy supplier may revise, amend or withdraw any quotation or offer at any time.
2.4. Switching services: if you ask Zembl to arrange a switch, Zembl will seek and obtain your consent to enter into a new Contract with a Chosen Retailer.
2.5. ‘Re-Zembl’ services: if you opt into Zembl's ongoing renewal service (Re-Zembl), Zembl will act on your behalf to source and enter into new or renewed Contracts with retail energy suppliers on an ongoing basis, until you revoke Zembl's authority to do so. The Re-Zembl service applies only where you separately opt in and enter into a separate renewal agreement with Zembl, which prevails over these Terms to the extent of any inconsistency.
2.6. You acknowledge that, if you enter into a Contract with a Chosen Retailer, you contract directly with that Chosen Retailer and not with Zembl, and the Chosen Retailer is responsible for energy supply, billing, transfer, onboarding and performance of its services.
2.7. Zembl provides the Small Market Services free of charge to you and may receive payments or commissions from a Chosen Retailer if a new Contract successfully begins or is renewed.
2.8. Subject to clause 8.5, Zembl's total liability for losses suffered by you in connection with the Small Market Services is limited to the lesser of your actual loss and the commission earned by Zembl from the Chosen Retailer in respect of the relevant Contract.
2.9. You are responsible for ensuring that all information you provide to Zembl or a Chosen Retailer is true, accurate, complete and current. If your information is incorrect, incomplete or out of date, this may result in a Chosen Retailer rejecting your application, delaying the transfer, or amending pricing or terms, and Zembl is not responsible for any resulting delay, rejection or failure.
2.10. Zembl's price comparisons and recommendations are based on pricing and information available at the time. Prices and terms may change in accordance with the relevant Chosen Retailer's terms and conditions, and Zembl is not responsible for any such changes.
3. Large Market Terms
3.1. This clause 3 applies to Zembl's Large Market Services for C&I customers, which may include energy procurement, tendering, offer comparison, retailer negotiation, metering support, tariff review, bill validation, reporting, contract renewal support and related services.
3.2. These Large Market Terms supplement, and do not replace, any signed Letter of Authority, Offer Acceptance Form, Contract or other customer-specific document, and you are also bound by the terms of any such document you sign.
3.3. Zembl is not an energy retailer, distributor or metering provider. Unless expressly stated otherwise in a signed document, Zembl acts as an energy consultant, broker, intermediary and procurement support provider. Your energy supply contract is entered into directly between you and the Chosen Retailer. Zembl is not liable for the contents of any Contract between you and a Chosen Retailer, and you remain responsible for confirming your own contractual obligations with the Chosen Retailer, including any early termination fees.
3.4. Step 1 – Letter of Authority: you authorise Zembl to act on your behalf by signing a Letter of Authority, under which Zembl may request contract, billing, meter and site information, communicate with retailers, distributors and metering providers, invite retailers to tender, and prepare pricing, comparisons and recommendations. Zembl may rely on information provided by you and other third parties.
3.5. Step 2 – Offer Acceptance Form: where you wish to proceed with an offer, you sign an Offer Acceptance Form confirming your intention to accept the rates or offer quoted by the Chosen Retailer. The Offer Acceptance Form is not itself a retail electricity supply contract unless expressly stated. You consent to the Chosen Retailer taking the necessary steps to effect the transfer, acknowledge the contract start date is an estimate only, and remain responsible for ensuring your account is active with the Chosen Retailer.
3.6. You must ensure all information provided to Zembl, the Chosen Retailer or the Metering Provider is accurate, complete and not misleading, and must disclose any existing Contract or other arrangement, and any early termination fees or notice requirements, that may be affected.
3.7. You must promptly notify Zembl of any errors or changes in information previously provided; disclose any existing Contract or other arrangement that may affect the Services; and review all offers, recommendations, reports and acceptance documents before signing, and make your own decision on whether to accept a recommended offer.
3.8. Zembl's pricing, comparisons and recommendations are based on information available at the time and Zembl cannot guarantee the accuracy, completeness or timeliness of information provided by you or third parties. Network, environmental, market and other regulated or third-party charges are subject to change at the discretion of the relevant regulator or service provider, and the Chosen Retailer may amend pricing, tariffs, eligibility or contract terms if your site information, usage or metering arrangements change.
3.9. Where a site forms part of an embedded network, additional requirements or third-party approvals may apply, which may affect timing, pricing or the ability to complete a transfer. Zembl is not responsible for delays or outcomes arising from matters outside its reasonable control.
3.10. Metering: where metering services are required, you may enter into a Contract with a Metering Provider, who (not Zembl) is responsible for providing those services. Metering fees and Zembl's value-added service fees are separate, and metering fees may continue for the term of that Contract even where value-added service fees cease at the end of your Contract with the Chosen Retailer. Where you authorise Zembl to arrange or facilitate metering services, you authorise Zembl to deal directly with the Metering Provider and to access metering information required to provide the Services, and you authorise the Metering Provider to release your consumption and metering data to Zembl and any third-party monitoring platform used by Zembl to provide the Services.
3.11. Charges and commissions: Zembl may charge fees, value-added service charges or commissions in connection with the Large Market Services, which may be billed directly, through the Chosen Retailer, or bundled with retail or metering charges. Zembl may receive commission from the Chosen Retailer, which (unless stated otherwise) is not calculated on network, environmental or other third-party charges, and may be factored into the rates presented to you.
3.12. Indemnity: you indemnify Zembl against any loss, cost or claim arising directly from inaccurate, incomplete or misleading information provided by you, or your failure to disclose a material fact relevant to your sites, contracts or metering arrangements, or any performance or non-performance by you or the Chosen Retailer under the relevant Contract between you and the Chosen Retailer, or wilful breach of these Terms, except to the extent caused by Zembl's fraud, wilful misconduct or negligence.
3.13. Use of name and logo: unless you notify Zembl otherwise in writing, you permit Zembl to use your business name, logo and branding to identify you as an existing client in stakeholder communications, without suggesting endorsement.
4. Charges
4.1. Small Market Services are provided free of charge to you (clause 2.7). Large Market Services charges are as set out in clause 3.11.
5. Data and Privacy
5.1. Zembl collects, uses and discloses personal information in accordance with its Privacy Policy at www.zembl.com.au/privacy-policy, and will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and the Spam Act 2003 (Cth).
5.2. You agree to Zembl collecting, using and disclosing Data under these Terms, including from the Chosen Retailer, Metering Provider, distributors and other relevant third parties, and to Zembl disclosing Data to those parties and to subcontractors and service providers who provide part of the Services.
5.3. You consent to Zembl contacting you by direct mail, email, SMS, telephone or other electronic means, including for marketing purposes, in connection with the Services. You may opt out of marketing communications at any time by contacting Zembl or using the unsubscribe facility in the relevant communication.
5.4. Retailers may carry out credit checks before issuing or accepting an energy offer. This may include checking the credit position of the business. If a retailer requires a personal credit check of You as a director, authorised signatory or guarantor of the business, You consent to that check being carried out for the purpose of assessing the business’s energy contract application.
6. Confidentiality
6.1. Each party must keep confidential any confidential information received from the other party in connection with the Services, other than information required to be disclosed to provide the Services (including to retailers, metering providers, subcontractors and professional advisers), publicly available, already known, independently developed, required by law, or disclosed with consent.
7. GST
7.1. Any amounts payable under these Terms are exclusive of GST. Where GST is payable on a supply made under these Terms, the recipient must pay an additional amount equal to the GST payable.
8. Australian Consumer Law and Liability
8.1. Nothing in these Terms excludes, restricts or modifies any right, remedy, guarantee or warranty that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.
8.2. Zembl will exercise reasonable skill and care in providing the Services and does not exclude or limit its liability for death or personal injury caused by its negligence, for fraud, or where it would be unlawful to do so.
8.3. Subject to clause 8.2, neither party is liable for indirect loss, loss of profit, loss of savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, or loss or corruption of data.
8.4. A party's liability is reduced proportionately to the extent it was caused or contributed to by the acts or omissions of the other party.
8.5. Subject to clause 8.2, Zembl's aggregate liability for the Small Market Services is limited as set out in clause 2.8, and for the Large Market Services is limited to the fees paid by you to Zembl in the 12 months prior to the claim.
8.6. Without limiting clause 8.1, Zembl is not responsible for: energy supply, billing or performance by a Chosen Retailer or Metering Provider; delays, rejections or failures caused by retailers, metering providers, distributors, networks or other third parties; changes in retailer pricing, tariffs, site classification or third-party charges; inaccurate, incomplete or delayed information provided by you or a third party; or your failure to disclose existing contracts, fees or obligations, or to review a Contract before signing.
9. General
9.1. Amendment: Zembl may amend these Terms from time to time by updating this page and amendments apply to Services provided after publication. No amendment to a signed Offer Acceptance Form, Letter of Authority, Contract or other signed customer-specific document is effective unless made in accordance with that document.
9.2. Assignment: you must not assign your rights or obligations under these Terms without Zembl's prior written consent. Zembl may assign, transfer, subcontract or novate its rights or obligations without your consent, provided this does not materially prejudice your rights.
9.3. Entire Agreement: no other terms provided by you, or implied by trade, custom, practice or course of dealing, apply to the Services unless expressly agreed by Zembl in writing.
9.4. Force Majeure: neither party is liable for delay or failure to perform caused by an event beyond its reasonable control.
9.5. Governing Law: these Terms are governed by the laws of New South Wales, Australia, and each party submits to the exclusive jurisdiction of its courts.
9.6. Intellectual Property: nothing in these Terms transfers or assigns any intellectual property rights of either party to the other.
9.7. Severance: if a provision of these Terms is invalid or unenforceable, it is to be read down or severed without affecting the remaining provisions.
9.8. Waiver: a failure or delay in exercising a right under these Terms does not operate as a waiver of that right.
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