TERMS OF MEMBERSHIP

These Terms of Membership constitute the legally binding agreement between an EVCC member and us, REAL. In accordance with these Terms of Membership, when you become an EVCC member, you agree to be bound by the obligations set out in the Code, these Terms of Membership and any applicable Rules.

Breaches of the Code and/or Terms of Membership by an EVCC member will be addressed in accordance with the disciplinary procedure detailed in these Terms of Membership and at law

UPDATE 27.04.2020 added definition of Electric Vehicle to clause 1.1. 

Contents

1. Definitions
2. 
Introduction
3. Becoming a Code Member

4. Obligations of Code Members

5. Information registered by the Executive
6. Disciplinary procedure
7. Information suggesting a potential breach
8. Consent Orders
9. Invoking non-compliance action
10. Service of documentation
11. Termination of Code Membership
12. Executive
13. Data Protection
14. Intellectual Property Licences
15. Limitation of Liability
16. Transitional Provisions

Annex A

1. Definitions

1.1 In these Terms of Membership, the following definitions apply:

Administrative Bodies       
The Executive, the Board, and any other body that might be created for the purposes of administering the Code and/or the Terms of Membership.

Applicant
A person, or a corporate or unincorporated body (whether or not having a separate legal personality), who has applied to become a Code Member in accordance with clause 3.1, 3.2 and 3.3.

Application Form
The application form for Code Membership or for a transfer of Code Membership.

Articles
The articles of association of REAL.

Audit
An audit to determine compliance with the Code in line with the relevant guidance. An Audit includes:
a) a desktop Audit which is paper-based and is undertaken by either the Executive or Auditors; and/or
b) a site-based Audit which is undertaken in person by Auditor(s) at:

i) Code Member’s premises and/or
ii) the premises of a Consumer of a Code Member where a Chargepoint has been installed.

A site-based Audit may be supported by a desktop Audit or other paper-based checks.
"Audited" shall be construed accordingly.

Auditor
A self-employed contractor independent of the Executive who carries out Monitoring.

Board
The board of directors of REAL as registered with Companies House. The term "Board" is not used to refer to the board of directors of the REA.

Chargepoint
A dedicated chargepoint owned and supplied directly with electricity by a single household for the purposes of charging an Electric Vehicle.

Circumstances for Refusing Code Membership
The non-exhaustive list of circumstances in which an application for Code Membership may be refused, as set out in clause 3.13 and published on the Website.

Code
The Electric Vehicle Consumer Code for Home Chargepoints, sponsored by the REA, administered by REAL.

Code Member
A person, or a corporate or unincorporated body (whether or not having a separate legal personality) accepted to join the Code following a successful application for Code Membership, including where admitted for a defined period of Temporary Code Membership. "Code Membership" shall be construed accordingly.

Code Membership Certificate
A certificate confirming Code Membership.

Code Membership Fee
The fee for membership of the Code.

Code Membership Year
The period of Code Membership for which the Code Membership Fee is paid (calculated in accordance with clause 4.2.2).

Complaint
An expression of dissatisfaction against a Code Member made by or on behalf of a Consumer.

Compliance Check
Checks to determine the compliance of a Code Member with the Code carried out by the Executive or Auditors or, alternatively, a paper-based self-assessment check completed by the Code Member at the Executive's request.

Conditions
Conditions which can be imposed by:
a) the Executive on Applicants/Code Members admitted on the basis of a period of Temporary Code Membership, or
b) by the Executive on a Code Member in connection with a Period of Enhanced Monitoring.

Connected Contractor
An incorporated or unincorporated business which has a director (including a de facto or shadow director), partner, shareholder, senior manager, member or owner who has previously been or is currently a director (including a de facto or shadow director), partner, shareholder, senior manager, member or owner of a current or former Code Member.

Consent Order
A written order agreed between the Executive and a Code Member which requires the Code Member to take or desist from taking certain actions within a defined timeframe.

Consumer
A domestic consumer who has signed a contract, or intends to sign a contract or has received a quotation/ estimate or is a prospect, for the purchase of a Chargepoint which is installed at or near private domestic premises occupied or owned by them.

Consumer Satisfaction Questionnaire
A questionnaire submitted directly to the Executive by a Consumer about the service they have received from a Code Member.

Copyright Material
Any guidance document(s), model document(s), training materials and other material in which copyright vested in REAL subsists which is supplied to the Code Member by REAL, including material amended in accordance with clause 14.2.1 of these Terms of Membership, for the use for the Copyright Purpose.

Copyright Purpose
Assisting the Code Member in complying with the Code (including by incorporation in contracts between the Code Member and a Consumer) or as otherwise approved in writing by REAL.

Day
A calendar day.

Data Protection Laws
All applicable laws and regulations, in each case pertaining to the security, confidentiality, protection or privacy of personal data, as amended or re-enacted from time to time, including (without limitation and to the extent applicable) the General Data Protection Regulations (GDPR), the Data Protection Act 2018 and the Privacy and Electronic Communication Regulations (PECR).

Declaration
A written declaration given by a director or owner of an Applicant or Code Member (or by an Applicant or Code Member himself in the case of a sole trader) on behalf of all of the directors or owners confirming information provided to the Executive.

Dispute Resolution Process
The procedure as required by CTSI and as set out in the Code and on the Website to resolve Complaints from Consumers about Code Members.

Due Date
The date specified by REAL on which payment of an invoice issued by REAL is due.

Due Diligence Check
A paper-based check carried out in relation to Applicants:
a) by the Executive following receipt of the Application Form; and/or
b) by an Auditor where the Applicant is randomly selected; and/or
c) by an Auditor where the information in the Application Form or supporting evidence is incomplete or inconsistent with information the Executive has obtained from other sources, or suggests there may be a risk to Consumers or the Code.

Electric Vehicle
A car that uses an electric motor for propulsion powered, in whole or in part, by a battery that can be recharged from an external source of electricity by means of a Chargepoint.

EST Scotland
The Energy Saving Trust Scotland

EVCC Use of Personal Data Notice
A notice that Code Members must provide to Consumers in relation to the Code Member's obligations to share Consumers personal data with the Executive.  The EVCC Use of Personal Data Notice can be accessed on the Website.

Executive
The REAL chief executive and REAL staff members who administer the Code.

Exploit
Do any of the following in relation to the whole or a qualitatively substantial part of a work in which copyright subsists: copy; issue copies to the public; rent, lend or communicate to the public; or show or play in public, and "Exploited", "Exploiting" and "Exploitation" shall be construed accordingly.

Feedback
Information provided by a Consumer or any other individual or organisation, and registered on the Executive's database as "feedback". This includes, but is not limited to, expressions of dissatisfaction or feedback complaints from Consumers or another Code Member in relation to Code Members where a contract for an installation has not been signed or where a response or specific outcome is not requested by the complainant.

Honouring Agreement
An agreement pursuant to which an Applicant guarantees the obligations under the Code and the Terms of Membership of a current or former Code Member, where the Applicant is a Connected Contractor. An Honouring Agreement will be in such form as the Executive may reasonably require and will include honouring any commitments to Consumers, and in relation to any Complaints, including taking part in the Independent Arbitration Service process and complying with any awards pursuant to the Independent Arbitration Service.

IET
The Institution of Engineering and Technology

IET Code of Practice
The current addition of the IET Code of Practice for Electric Vehicle Charging Equipment Installation

Independent Arbitration Service    
An arbitration service for Consumers in accordance with the Rules of the Renewable Energy Consumer Code Independent Arbitration Service as may be amended from time to time.

Individuals Closely Associated
Individuals Closely Associated with the Applicant or Code Member include its directors, partners, shareholders, senior staff (regardless of job title), and any other Individuals Closely Associated with it and close family members. Where the Applicant or Code Member is a sole trader, this includes the Applicant or Code Member, as applicable, itself.  Whether a person is an "Individual Closely Associated" with the Applicant or Code Member is to be judged from the point of view of a reasonable third party.

Infringement
Any actual or suspected infringement of:
a) the copyright in the Copyright Material and/or
b) REAL’s trade mark rights in the Logo.

Intellectual Property Rights
Any and all of the following: rights in inventions, patents, designs, know-how and other proprietary information (including confidential information), trade marks and service marks; rights in any trade, brand or business name and any distinctive sound used to differentiate the goods and services of a business; utility models; database rights; copyright (including all such rights in databases and computer software); any rights or forms of protection of a similar nature to any of the above and having equivalent or similar effect to any of them; and any other intellectual or industrial property rights, whether or not registered or capable of registration, whether subsisting now or in the future anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill.

Licensed Products and Services
Charge points, Related Products and any other products or services that may be notified in writing by the Executive to the Code Member from time to time. "Licensed Products" and "Licensed Services" are to be construed accordingly.

Logo
The listed mark of the Code as set out in Annex A to these Terms of Membership.

Terms of Membership  
This document, being the terms and conditions of Code Membership, and any adopted updated versions of it.

Model Documents
The standard documents as provided by the Executive from time to time, containing the minimum information to be given to Consumers.

Monitoring
Activities carried out by or on behalf of the Executive (including by Auditors) to check Code Members’ compliance with the Code including, but not limited to, Audits, Compliance Checks, Due-Diligence Checks, Mystery Shopping and Consumer Satisfaction Questionnaires. Applicants may also be subject to Monitoring as provided for in these Terms of Membership.

Mystery Shopping
A mystery shopping or other similar exercise that involves an individual posing as a Consumer in order to test a Code Member’s compliance with the Code and provide a report to the Executive. "Mystery Shopped" and "Mystery Shopper" shall be construed accordingly.

Mystery Training
A mystery sales training or other similar exercise that involves an individual posing as a potential sales person attending training for a Code Member's staff or contractors in order to test a Code Member’s compliance with the Code and provide a report to the Executive. "Mystery Trained" shall be construed accordingly.

OLEV
The Office of Low Emission Vehicles

Period of Enhanced Monitoring
A period during which a Code Member’s compliance with the Code and Terms of Membership and/or Conditions and/or Consent Order shall be subject to enhanced Monitoring by the Executive. Code Members serving a Period of Enhanced Monitoring may be identified on the Website.

Permitted Use
To advertise that the Code Member is a member of the Code.

Personnel
An employee, agency worker, contractor or agent.

Primary Contact
A representative of the Code Member responsible for:
a) communicating with the Executive; and
b) ensuring that the Code Member responds to the Executive's communications promptly and appropriately.

REA
The Association for Renewable Energy and Clean Technology, being the not-for-profit company incorporated in England and Wales with the company number 04241430, which acts as sponsor of the Code.

REAL
Renewable Energy Assurance Limited being the wholly-owned subsidiary company of the REA, incorporated in England and Wales with the company number 5720606 that, inter alia, administers the Code.

Related Product  
Any product supplied which will be connected or linked to the Chargepoint in any way.

Temporary Code Membership
Code Membership for a temporary defined period to which an Applicant can be admitted by the Executive, which will define the length of the temporary period applicable. Temporary Code Membership will automatically cease at the end of this period. Applicants admitted for a period of Temporary Code Membership are Code Members who agree to be bound by the obligations in the Code and the Terms of Membership.

Territory
The United Kingdom and Ireland.

Website
The Code internet site: www.electric-vehicle.org.uk or such updated reference as may be notified to Code Members from time to time.

1.3. References to clauses are to the clauses of these Terms of Membership unless stated otherwise.

1.2. All words and expressions defined in the Articles and the Code shall have the same meaning in these Terms of Membership unless stated otherwise.

1.4. References to the singular include the plural and to the plural include the singular and references to one gender will include all other genders.

1.5. References to a statute or a statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.6. A "person" includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.7. Unless the context otherwise requires, the terms "process", "personal data" and "data subject" used in these Terms of Membership, shall be interpreted and construed by reference to any Data Protection Laws relating to the security, confidentiality, protection or privacy of personal data.


2. Introduction

2.1. These Terms of Membership constitute a legally binding agreement between a Code Member and REAL whereby the Code Member agrees to be bound by the obligations set out in the Code, these Terms of Membership and any applicable Rules. Breaches of the Code and/or Terms of Membership by a Code Member may be addressed in accordance with the disciplinary procedure detailed in clauses 6 to 9, and at law.

2.2. The Board may resolve to amend these Terms of Membership from time to time.

2.3. The latest version of these Terms of Membership and the Code will be published on the Website. The Executive will notify Code Members by email of modifications made to the Code and Terms of Membership, and the Code Member agrees to receive such emails and other communications about the Code and Terms of Membership.

2.4. These Terms of Membership relate only to the administration of the Code and not to any other scheme or code administered by REAL.


 3. Becoming a Code Member

Applications

3.1. A person wishing to apply for Code Membership must submit a completed Application Form and the application fee to the Executive, thereby becoming an Applicant. The relevant application fees will be provided upon request to the Executive. The application fee is not refundable if the application is unsuccessful. Where the application is from a Connected Contractor, clause 3.2 will apply. Where the application involves a change of entity, clauses 3.3 to 3.4 will apply. 

Application from a Connected Contractor

3.2. If an Applicant who is a Connected Contractor applies for Code Membership, the Applicant is required to give a Declaration in the Application Form that it is a Connected Contractor and provide such details as are requested by the Executive. The Executive may, in its discretion, require the Applicant to sign an Honouring Agreement in respect of the obligations of the current or former Code Member to whom the Applicant is a Connected Contractor.

Application following change of entity

3.3. If an existing Code Member wishes to transfer its Code Membership to a different company, with a different company number, or to a different individual or entity, this will be treated as a new application which will be dealt with in accordance with this clause 3. The Code Member wishing to apply for a transfer of Code Membership must submit a completed membership transfer Application Form along with the application fee to the Executive. The Code Member will be an Applicant for this purpose. A second Code Membership Fee will not be charged. 

3.4. The Executive may, in its discretion, require the Applicant to sign an Honouring Agreement in respect of the existing Code Member's obligations.

Declarations

3.5. The Applicant or Code Member is required to inform the Executive promptly if any Declaration(s) it has given are no longer true or accurate. If it becomes apparent that any of the Declarations made by a Code Member in its application have not been made in good faith, or are false or misleading, this will trigger the disciplinary procedure (as set out in clauses 6 to 9) which may result in termination of Code Membership.

Review of Applications

3.6. If an application is received from an Applicant within the time frame set by the Executive as described in clause 3.21, the Executive may reject the application without consideration.

3.7. All completed Application Forms will be subjected to a Due Diligence Check.  The Applicant shall provide any documents reasonably requested by the Executive (or an Auditor on its behalf) when carrying out a Due Diligence Check.

Further explanation

3.8. Where an Applicant is unable to make the Declarations or to complete the self-assessment section contained within the Application Form, or has failed to sign an Honouring Agreement where requested to do so, or where the Executive considers that further consideration is required, the Applicant will be asked to provide an explanation as to the circumstances. The Executive will investigate these circumstances in order to decide whether they are material to the Applicant’s application for Code Membership.

3.9. If, following the further explanation, the Executive is satisfied with the application, it will process the application in accordance with clause 3.11.

Where Executive not satisfied

3.10. Where the Executive is not entirely satisfied that the Applicant is compliant with, or is in a position to be compliant with, the Code, or is not entirely satisfied that none of the Circumstances for Refusing Code Membership apply, the Executive may:

3.10.1. refuse the application for Code Membership (and reject the Applicant as a Code Member) in which case the Executive will inform the Applicant of this, in accordance with clause 3.13. Clause 3.22  will apply; or

3.10.2. where it considers in its discretion that it would be appropriate and the issues preventing the Executive from being entirely satisfied are minor:

3.10.2.1. admit the Applicant as a Code Member for a defined period of Temporary Code Membership and subject to Conditions in accordance with clauses 3.14 to 3.20; or

3.10.2.2.inform the Applicant that it will only be admitted as a Code Member if the Applicant provides the Executive with documents or information or takes certain actions specified by the Executive before the end of a deadline imposed by the Executive, failing which the application will be automatically refused and clause 3.22 will apply.

Satisfactory applications

3.11. Where all of the requirements of the application process have been met to the Executive's entire satisfaction, it will process the application. The Code Membership Fee will fall due and the Applicant must provide REAL with the Code Membership Fee in cleared funds.

3.12. Once an application has been processed, the Executive will write to the Applicant notifying it that its application has been successful and of its obligations as a Code Member, as set out in these Terms of Membership and the Code.  Once REAL has received the Code Membership Fee in cleared funds, the Executive will provide the Code Member with a Code Membership Certificate (which will confirm the Code Member's Code Membership Year) allocate it a Code Membership number and list the new Code Member on the Website and associated websites. The Applicant will become a Code Member on the date on which it is issued with a Code Membership Certificate. For the avoidance of doubt, a Code Member will not be a shareholder or voting member of REAL by virtue of becoming a Code Member.

Circumstances for Refusing Code Membership

3.13. The Circumstances for Refusing Code Membership include where:

3.13.1. the Applicant has not demonstrated that it has the relevant qualifications to install Chargepoints in accordance with the IET Code of Practice;

3.13.2. the Applicant intends to offer Consumers the opportunity to benefit from the OLEV grant and EST Scotland grant (where applicable) through its business and the Applicant is not in the process of becoming authorised by OLEV and/ or approved by EST Scotland at the date the application is made, and has not provided the Executive with an explanation satisfactory to the Executive;

3.13.3. the Applicant has not demonstrated that it has adequate arrangements in place to ensure that Consumers’ deposits and the workmanship warranties will be protected should the Applicant become insolvent or cease to trade; and has not provided an undertaking to make these arrangements as soon as practicable and within no longer than 1 month of becoming a Code Member, and has not provided the Executive with an explanation satisfactory to the Executive;

3.13.4. the Applicant, or any other business with which the Applicant or Individuals Closely Associated with it have been involved, at the date the application is made owes any monies to REAL;

3.13.5. the Applicant (where a sole trader) or its directors (where a company) or partners (where a partnership) has failed to provide photographic evidence to confirm their identity where requested to do so by the Executive;

3.13.6. in the past five years, the Applicant, or Individual(s) Closely Associated with it, have been involved with any business (including that of the Applicant itself) that has:

3.13.6.1. been the subject of the appointment of a receiver, liquidator, administrator, resolution for winding up, an arrangement with creditors or become insolvent or been dissolved;

3.13.6.2. had a complaint upheld against it, in part or in full, by the Advertising Standards Authority;

3.13.6.3. had a complaint upheld against it by the Information Commissioner's Office in relation to the Privacy and Electronic Communications Regulations 2003;

3.13.6.4. previously been a Code Member and has had its Code Membership terminated;

3.13.6.5. previously applied for and been refused Code Membership;

in each case,the Applicant has not provided the Executive with an explanation satisfactory to the Executive;

3.13.7. there are Court judgment(s) against the Applicant, Individual(s) Closely Associated with it, or any business with which they have been involved, and the Applicant has not provided the Executive with an explanation satisfactory to the Executive;

3.13.8. the Applicant or Individual(s) Closely Associated with it:

3.13.8.1. has previously been disqualified from acting as a company director; and/or

3.13.8.2. has been required to give undertakings under the Enterprise Act 2002 with reference to the Applicant or another business, whether or not in a related sector; and/or

3.13.8.3. is not a fit and proper person to be granted Code Membership, judged from the point of view of a reasonable third party with knowledge of Code Members' obligations under the Code and Terms of Membership;

and, in each case, the Applicant has not provided the Executive with an explanation satisfactory to the Executive;

3.13.9. Consumers have in the past been (or are currently being) adversely affected by an Applicant or Individual(s) Closely Associated with an Applicant, or any business with which they have been involved;

3.13.10. false or misleading Declarations or statements have been given on the Application Form or in correspondence with the Executive, or the Applicant has failed to confirm any of the Declarations on the Application Form and has not provided the Executive with an explanation satisfactory to the Executive;

3.13.11. there is reasonable evidence to suggest that admission of the Applicant would be likely to bring the Code into disrepute;

3.13.12. there is evidence that the Applicant is not compliant, and is not in a position to be compliant, with the key elements of the Code set out in the Compliance Check part of the Application Form;

3.13.13. the Applicant intends to appoint as director, partner or senior staff member (regardless of job title) a person, the appointment of whom would mean that any of these Circumstances for Refusing Code Membership would apply to the Applicant, and the Applicant has not provided the Executive with an explanation satisfactory to the Executive; and/or

3.13.14. the Executive has determined that it requires the Applicant to sign an Honouring Agreement, and the Applicant has failed to do so and has not provided the Executive with an explanation satisfactory to the Executive.

Temporary Code Membership and Conditions

3.14. The Executive may also direct that an Applicant admitted as a Code Member for a defined period of Temporary Code Membership may have its Code Membership immediately terminated by the Executive as an administrative matter during the period of Temporary Code Membership where the Code Member does not comply with the Conditions within any timeframe set by the Executive.

3.15. Where the Executive admits the Applicant as a Code Member for a defined period of Temporary Code Membership and subject to Conditions, any Conditions will address the minor issues which prevented the Executive from being entirely satisfied in accordance with clause 3.10. The Executive will set a reasonable time-frame within which compliance with each Condition must be achieved. This time-frame may be shorter than or the same length as the period of Temporary Code Membership.

3.16. During any period of Temporary Code Membership, the Executive will keep the conduct of the Code Member under review and may refer to any information gathered during this period in relation to any renewed application for Code Membership made in accordance with clauses 3.1 and 3.20

3.17. An Applicant admitted as a Code Member for a defined period of Temporary Code Membership may have its Code Membership immediately terminated by the Executive as an administrative matter during the period of Temporary Code Membership where the Code Member does not comply with the Conditions within any timeframe set by the Executive.

3.18. Clause 3.12 will apply to Code Members admitted for a period of Temporary Code Membership except that any Code Membership Certificate issued to the Code Member will specify the defined period of Temporary Code Membership which is to apply.

3.19. At the end of the defined period of Temporary Code Membership, Code Membership will automatically lapse and the Code Member will cease to be a Code Member.

3.20. Code Members or Applicants wishing to make a renewed application for Code Membership who are currently, or have previously been, admitted for a defined period of Temporary Code Membership must confirm in their renewed application that any Conditions have been complied with. The Executive will accept the submission of renewed applications for Code Membership from such Code Members from 28 Days before the end of their period of Temporary Code Membership. The renewed application must be submitted and received by the Executive no less than 7 Days before the end of the period of Temporary Code Membership. Once a renewed application has been submitted, the Executive will deal with it as a new application in accordance with this clause 3. Where a Code Member makes a renewed application for Code Membership before the end of its period of Temporary Code Membership, and that application is not processed by the Executive before the date on which the Temporary Code Membership will automatically lapse, the Applicant will remain a Code Member until a final decision is made on that application by the Executive.

Rejection of Code Membership

3.21. Where the Executive decides that an Applicant’s application for Code Membership should be rejected in accordance with clause 3.10.1, the Executive may direct a reasonable period of time in which renewed applications from the Applicant will not be considered by the Executive. Once any period of time directed by the Executive has expired, the Executive will consider any renewed application.

3.22. There is no right of appeal against the rejection of an application for Code Membership. Subject to any direction the Executive may make in accordance with clause 3.21, Applicants are not barred from re-applying for Code Membership as appropriate in the future. Any such re-application will be subject to the processes set out in this clause 3.


4. Obligations of Code Members

4.1. In addition to the obligations set out in this clause 4 and these Terms of Membership generally, Code Members will comply with the obligations set out in the Code.

4.2. Code Membership Fees and other fees

4.2.1. The Executive may, at its discretion, adjust the Code Membership Fees and any other fees payable by Code Members. The relevant Code Membership Fees and any other fees payable by Code Members will be provided upon request to the Executive.

4.2.2. The Executive will submit an invoice to each Code Member for its Code Membership Fee on an annual basis or once an application has been processed in accordance with clause 3.11.

4.2.3. The Code Membership Fee will be charged annually on a Twelve-monthly basis: the entire Code Membership Fee will be charged and the Code Membership Year will run from the date on which the Code Member is issued with a Code Membership Certificate for the following 12 months, subject to clause 3.12.   

4.2.4. Code Members will pay the Code Membership Fee by the Due Date at the latest. If a Code Member fails to pay its Code Membership Fee by the Due Date, the Executive will be entitled to terminate the Code Member’s Code Membership and remove the Code Member from its Website and associated websites. Clause 11 will apply.

4.2.5. The Code Membership Fee applicable to each Code Member is based on the business model operated by the Code Member. The relevant membership categories will be published on the Website.

4.2.6. Code Members are required to keep the Executive updated as to which Code Membership category applies to them. If circumstances have changed such that the applicable category has also changed, the Code Member is required to update the Executive promptly and at the latest when it receives the invoice for its Code Membership Fee. The Executive will issue a revised invoice for any change.

4.2.7.The accuracy of the Code Membership category applied to the Code Member will be verified as part of Audit. Where (as a result of Audit or otherwise) it is found that an incorrect Code Membership category has been applied to a Code Member, which has resulted in the Code Member paying a lower membership fee, the Executive will submit an additional invoice for the balance to the Code Member, which must be paid by the Due Date at the latest.

4.2.8. In exceptional circumstances, and at its discretion, the Executive may agree with a Code Member to allow staged payments of the Code Membership Fee, subject to the addition of reasonable service or interest costs as may be agreed. Any such staged payments must be paid by the date specified by the Executive, failing that the entire balance of the Code Membership Fee will become payable immediately.

4.3. Renewals

4.3.1. With the exception of Temporary Code Membership which is governed by clauses 3.14 to 3.20, a Code Member’s Code Membership will continue unless:

4.3.1.1. the Executive accepts its resignation made in accordance with clause 4.21.1; or

4.3.1.2. the Executive receives written confirmation from the Code Member before the end of its Code Membership Year that it will not be renewing its Code Membership, in which case its Code Membership will lapse at the end of the Code Membership Year; or

4.3.1.3. the Executive has not received the Code Member’s Code Membership Fee for its next Code Membership Year by the last day of its current Code Membership Year, at which point the Executive will terminate the Code Member’s Code Membership; or

4.3.1.4. Code Membership is terminated in accordance with clause 11.

4.4. Code Member's change of name

4.4.1. If a Code Member wishes to change its company or business name, the Code Member must send to the Executive a completed change of name form. The Code Member may be asked to make Declarations to the Executive in connection with the change of name.

4.4.2. The change of name will be changed on the Executive’s database from the date that the Executive notifies the Code Member in writing that the name change has been processed. The renamed Code Member’s Code Membership will continue using the same Code Membership number and a second Code Membership Fee will not be charged. A new Code Membership Certificate will be issued to the Code Member.

4.5. Code Membership Certificates

4.5.1. A Code Membership Certificate will be issued to a Code Member in accordance with clause 3.12 or 3.18 on becoming a Code Member.  For existing Code Members who have renewed their Code Membership, the Code Membership Certificate will be issued annually on receipt of the Code Membership Fee by the Executive.

4.5.2. A Code Membership Certificate will be valid only when signed by the Executive.

4.5.3. Code Members must make available a current valid Code Membership Certificate as evidence of Code Membership for Consumers.

4.6. Provision of information to the Executive and Declaration

4.6.1. Code Members are required to keep the Executive informed in relation to:

4.6.1.1. changes to their Code Membership category in accordance with clause 4.2.6 above;

4.6.1.2. changes to the Code Member's directors listed at Companies House;

4.6.1.3. changes to the Code Member's OLEV authorisation and/or EST Scotland approval status (where applicable);

4.6.1.4. any changes or proposed changes to the type of entity that constitutes the Code Member, for example changes from a sole trader to a limited company or partnership or other type of entity, in which case the Code Member must make an application in accordance with clause 3.3; and

4.6.1.5. the truth and accuracy of any Declaration(s) provided by the Code Member as part of the application process in accordance with clause 3.5, or otherwise provided during its Code Membership. If it becomes apparent that any of the Declarations made by a Code Member have not been made in good faith, or are false or misleading, this will trigger the disciplinary procedure (as set out in clauses 6 to 9) which may result in termination of Code Membership.

4.6.2. Code Members agree to provide the Executive with such information as it may reasonably request in relation to the branches, offices or premises from which it trades, including contact details and address information.

4.7. Use of logos

4.7.1. Code Members must use the Logo on all Consumer facing marketing material, including their websites.

4.7.2. Code Members must use the Logo on all contractual documentation provided to Consumers.

4.7.3. Code Members will use the Logo only in accordance with the most recently published guidelines, issued by REAL from time to time and available on the Website.

4.7.4. If Code Members are entitled to use any other logos, they must also follow the conditions of use of such logos, so long as there is no conflict with these Terms of Membership.

4.8. Consumer Protection

4.8.1. Code Members will take all reasonable steps to promote the benefits of the Code to Consumers and will not mislead them in any way as to their Code Membership.

4.8.2. Code Members must follow appropriate business practices and procedures to make sure they can meet their responsibilities to Consumers. This includes making sure they have sufficient financial resources and staff to carry out any contracts for buying Chargepoints agreed with Consumers.

4.8.3. Code Members will at all times maintain appropriate insurance to cover potential liability to Consumers or third parties which may be caused by any of their activities in supplying Chargepoints to Consumers. The insurance must be adequate to cover any liabilities which might reasonably be expected to arise from their activities but must not be less than two million pounds for each incident. Code Members must make available to Consumers and the Executive upon request full details of the insurance cover including the name and address of the provider and any limitations of cover.  

4.8.4. Code Members will at all times maintain appropriate insurance to cover them for any professional errors or behaviours in work, service or advice that causes loss to consumers. They must hold Professional indemnity insurance for a minimum of £250,000.

4.8.5. Code Members who take deposits from Consumers must have an adequate arrangement in place to protect deposits and to provide protection for the workmanship warranty for Consumers in the event of a fault arising in the Chargepoint should the Code Member become insolvent or cease to trade. Should a Code Member fail to comply with this clause the Executive will be entitled to terminate its Code Membership.

4.8.6. Code Members will only offer credit or hire purchase to Consumers or recommend specific credit arrangements if the Code Member is authorised and regulated by the Financial Conduct Authority or the Prudential Regulation Authority and holds the appropriate permissions for regulated credit activities (or if an exemption from regulation applies) and if the Code Member conforms to all applicable Acts, Regulations and rules and guidance of the Financial Conduct Authority that relate to the provision of regulated credit. It is the Code Member’s responsibility to ensure that it has the required permissions to cover its activities or that it falls within an exemption to consumer credit legislation.

4.8.7. Code Members must comply with their obligations under the Data Protection Laws. Code Members must ensure that data subjects are informed, in accordance with clause 13.4 that information about them may be passed to the Executive and its Auditors as part of Monitoring and that the Auditors may contact the data subjects directly.

4.9. Compliance with the Code

4.9.1. Code Members will comply with the latest version of the Code.

4.9.2. Code Members will not make any statements, whether oral or in writing, in print or on the internet, designed to bring, or which may have the effect of bringing, the Code into disrepute.

4.9.3. Code Members will ensure that all Personnel and any other individuals who act on their behalf:

4.9.3.1. have been informed of the requirements of the Code and the responsibilities placed upon these persons by the Code; and

4.9.3.2. have been effectively trained on the requirements of the Code; and

4.9.3.3. comply with the Code.

4.10. Code Members must provide all Consumers with contractual terms and conditions, and information concerning the products and services they offer in wording that is agreed by the Executive. In this regard, a Code Member must use the Model Documents. In exceptional circumstances, the Executive may, at its discretion, allow a Code Member to use their own documentation so long as the Code Member can demonstrate that their documentation contains all the information in the Model Documents.

4.11. Code Members' compliance with the Code may be checked by Mystery Shopping and/or Mystery Training. Code Members agree to being subject to Mystery Shopping and Mystery Training, and will ensure that all Personnel and any other individuals who act on their behalf are informed that they may be subject to Mystery Shopping and Mystery Training, and that personal data of individuals may be collected as part of being Mystery Shopped or Mystery Trained, for the purpose of checking the Code Member's compliance with the Code.

4.12. If Code Members purchase, or otherwise obtain, sales leads or contracts from third party organisations, individuals or websites, Code Members are responsible for ensuring that the organisations, individuals or those running the websites have been trained in, and have complied with, all the relevant requirements of the Code. If the third party organisations, individuals or websites do not comply with the relevant requirements of the Code, the Code Member will be responsible and the matter will be dealt with in accordance with the disciplinary procedure as described in clauses 6 to 9.

4.13. Code Members will include full compliance with the Code as an explicit condition of any agreement between them and a Personnel or third party relating to any marketing, sale, lease, contracting, supply, installation, operation, after sales service or maintenance of Chargepoints. Code Members will be liable for the actions of any such Personnel or third party that breach the Code.

4.14. If the Executive is unable to contact a Code Member or if the Code Member fails to provide a written response within 28 Days of a request from the Executive for a written response, the Executive will be entitled to terminate the Code Member’s Code Membership. Clause 11 will apply.

4.15. Where a Code Member intends to offer Consumers the opportunity to benefit from the OLEV and EST Scotland grants through its business and fails to become authorised by OLEV and/or approved by EST Scotland within 3 months of receiving notification of its Code Membership in accordance with clause 3.12 or subsequently ceases to be authorised, and has not provided an explanation acceptable to the Executive for failing to become or ceasing to be authorised, the Executive will be entitled to terminate the Code Member's Code Membership. Clause 11 will apply. 

4.16. Where the Code Member ceases to be qualified to the relevant standards required to install Chargepoints in accordance with the IET Code of Practice, and has not provided an explanation acceptable to the Executive for ceasing to be qualified to the relevant standards, the Executive will be entitled to terminate the Code Member's Code Membership. Clause 11 will apply.

4.17. The Executive may identify the Code Member's OLEV authorisation and/or EST Scotland approval status on the Website.

4.18. Dispute Resolution Process

4.18.1. The Dispute Resolution Process is set out in the Code and on the Website as supplemented by this clause 4.18. 

4.18.2. Where the Code Member or the Executive is notified by whatever means of a Complaint by a Consumer against the Code Member, they will each act in accordance with the Dispute Resolution Process.

4.18.3. For the avoidance of doubt, the disciplinary procedures in clauses 6 to 9 are separate and distinct from the Dispute Resolution Process in the Code and in this clause 4.18. Complaints being dealt with in accordance with the Dispute Resolution Process may or may not suggest a potential breach of the Code or Terms of Membership or Consent Order or Conditions. Code Members must continue to comply with the Dispute Resolution Process whilst disciplinary procedures in accordance with clauses 6 to 9 are ongoing.

4.18.4. There are two phases to the Dispute Resolution Process as follows:

4.18.4.1. Phase one: a Code Member is made aware of a Complaint by a Consumer and is required to take all reasonable steps to resolve the Complaint speedily and effectively in line with the Dispute Resolution Process before the involvement of the Executive's caseworkers; and

4.18.4.2. Phase two: where a Consumer's Complaint has not been resolved directly by the Code Member in accordance with phase one and the Executive's assistance is required to seek to resolve the complaint with the involvement of its caseworkers.

4.18.5. Upon receiving a Complaint, the Executive will check that the Consumer has notified the Code Member of their Complaint and given the Code Member the opportunity to resolve it themselves before the involvement of the Executive's caseworkers.

4.18.6. If the Consumer confirms that the Code Member has been notified of the Complaint and has been given an opportunity to resolve it itself without the involvement of the Executive's caseworkers, the Executive will register the Complaint and, as appropriate:

4.18.6.1. refer any Complaint (or any part of it) that relates to technical issues, to the relevant electrical association to address those technical issues; or

4.18.6.2. where the Complaint remains unresolved, allocate the Complaint  to a caseworker to mediate the Complaint and notify the Code  Member of its allocation.  

4.18.7. At all stages of the Dispute Resolution Process, Code Members will co-operate fully with the Executive and its caseworkers and will continue to take all reasonable steps to resolve the Complaint speedily and effectively in line with the Dispute Resolution Process. For the avoidance of doubt, this includes both before and after registration and allocation of Complaints, as detailed in clause 4.18.6.

4.18.8. Once the Code Member has been notified by the Executive that a Complaint  has been registered in accordance with clause 4.18.6.2:  

4.18.8.1. a complaint administration fee for each such Complaint,  payable by the Code Member, may be incurred.  The circumstances in which a complaint administration fee will become payable will be published on the Website. Where a complaint administration fee is payable, REAL will raise an invoice and send it to the Code Member. The Code Member will pay such  invoices by the Due Date; and 

4.18.8.2. in accordance with clause 11.6, the Code Member will be obliged to comply with its obligations in these Terms of Membership in  relation to any such Complaint, notwithstanding the end of Code Membership.

4.18.9. The Executive will inform the Consumer and the Code Member at regular intervals of the progress being made towards resolving the Complaint, and will inform both parties of the outcome when a Complaint has been closed. The Code Member will respond to communications from the Executive about Complaints promptly. The Code Member will update the Executive promptly at all stages of the Dispute Resolution Process if there is any change in the status of the Complaint, including if the Complaint is resolved. The Executive will contact the Consumer to check that the Consumer agrees that the Complaint has been resolved. 

4.18.10. The Dispute Resolution Process is intended to provide a method of complaint resolution without the need for court action or the involvement of lawyers. The Code Member's Primary Contact is responsible for communicating with the Executive and its caseworkers about Complaints, or for delegating this responsibility appropriately. The Executive may decline to communicate with a Code Member or Consumer's lawyers about Complaints under the Dispute Resolution Process.

4.18.11. The Executive may offer the Consumer immediate progression to the  Independent Arbitration Service:

4.18.11.1. where the Executive considers this to be wholly  necessary; and/or 

4.18.11.2. where at least 56 Days have passed since the Consumer first made the Code Member aware of the Complaint. 

In either case the Executive will provide the Code Member with written notice of the reasons for the offer of immediate progression to arbitration.

4.18.12. The Executive may, if it considers necessary, share details of a Complaint against a Code Member as detailed in clause 5

4.18.13. Where a Code Member's Code Membership comes to an end, its obligations in this clause 4.18 in relation to Complaints regarding circumstances which arose during, or contracts entered into between a Consumer and the Code Member during, its time as a Code Member and, as appropriate, the Independent Arbitration Service in clause 4.19 in relation to any such Complaint, will  continue, notwithstanding the end of Code Membership. 

4.19. Independent Arbitration Service 

4.19.1. The process for a referral to the Independent Arbitration Service is set out in the Code and in the Rules of the REAL Arbitration Service, as supplemented by these Terms of Membership.

4.19.2. The Executive will provide written confirmation to the Code Member where it has informed a Consumer that its Complaint can be passed to the Independent Arbitration Service. Where a Consumer requests that an unresolved Complaint be passed to the Independent Arbitration Service the Code Member shall accede to the request, pay any relevant fees, participate in the process, co- operate with the arbitrator and comply with the arbitration award. 

4.19.3. The arbitration shall be carried out in accordance with the Rules of the REAL Independent Arbitration Service as may be amended from time to time by the Executive at its discretion with the agreement of the Independent Arbitration Service provider. Code Members agree to comply with the Rules of the REAL Arbitration Service.  

4.19.4. For each unresolved Complaint passed to the Independent Arbitration Service, the Consumer and the Code Member are required to pay registration fees. The balance of the arbitration fee is paid by REAL.  

4.19.5. Once a Consumer has requested that an unresolved Complaint be passed to the Independent Arbitration Service in accordance with this clause 4.19, the Code Member will not be permitted to resign from Code Membership until such time as the application for arbitration has been acknowledged by the Independent Arbitration Service provider. Should the Code Member's Code Membership come to an end for any other reason after the Complaint has been passed to the Independent Arbitration Service in accordance with clause 4.19.2, the Code Member is obliged to comply with its obligations in these Terms of Membership in relation to any such Complaint, notwithstanding the end of Code Membership.

4.19.6. Where the arbitration award states that the Code Member must reimburse the Consumer the registration fee they have paid, the Code Member must also refund to REAL the balance of the arbitration fee paid by REAL. REAL will raise  an invoice for the arbitration fee and send it to the Code Member as soon as  practicable after the award is issued. The Code Member will pay any such invoice by the Due Date.  

4.19.7. Where a Code Member fails to pay (or otherwise comply with) an arbitration award made against it by the date on which payment or compliance was due, the Executive will (where requested to do so by a Consumer) send a written reminder to the Code Member setting out the details of the award and that Code Membership may be terminated with immediate effect if full payment or compliance is not forthcoming within 14 Days of the date of the written reminder.

4.20 Monitoring including Audits

4.20.1. The Executive is required to undertake Monitoring in accordance with its monitoring strategy in order to ensure that Code Members are compliant with the Code. Monitoring will be undertaken in line with guidance provided by the Executive from time to time.

4.20.2. All Code Members agree to co-operate fully with Monitoring.

4.20.3. All Code Members are eligible for, and agree to undergo, Audit at any time during business hours on reasonable notice. Code Members are selected for Audit in accordance with the following methods:

4.20.3.1. Random selection of Code Members that have not been Audited in the past 5 years; and/or

4.20.3.2. Code Members against which the Executive has registered a Complaint or Feedback during the preceding 12 months regardless of the outcome of the Complaint or Feedback or whether any potential breach of the Code is or was involved; and/or

4.20.3.3. Code Members against which the Executive has registered information relevant to their compliance with the Code and/or Terms of Membership regardless of whether such information relates to a potential breach of the Code and/or the Terms of Membership by a Code Member.

4.20.4. Code Members will co-operate fully with any request for Audit and any Audit carried out. Code Members will ensure that all Personnel and any other individuals who act on their behalf also co-operate fully and provide all reasonable assistance to Auditor(s) and/ or the Executive conducting an Audit.

4.20.5. Code Members shall give the Auditor(s) access to their premises for the purposes of a site-based Audit on reasonable notice during business hours.

4.20.6. If a site-based Audit of which reasonable notice has been given is cancelled at the request of the Code Member at short notice, the Executive shall be entitled to charge the Code Member for any costs already incurred by the Auditor(s) in connection with the Audit, including travel and subsistence costs.

4.20.7. The Executive will assess the results of the Audit to see whether they indicate any areas of non-compliance with the Code.

4.20.8. The Executive will write to the Code Member to inform them of the results of the Audit, and will set out any follow-up actions required in order for the Code Member to achieve full compliance, and a timescale in which the Code Member must complete these follow-up actions.

4.20.9. Where:

4.20.9.1. the Code Member fails to comply with clauses 4.20.5 or 4.20.6; and/or

4.20.9.2. the Code Member fails to complete follow-up actions required under clause 4.20.8 within the timescale set by the Executive; and/or

4.20.9.3. the results of the Audit indicate a significant number of areas of non-compliance with the Code; and/ or

4.20.9.4. the results of the Audit highlight an area(s) of significant concern to the Executive,

the matter may be dealt with by the Executive in accordance with the disciplinary procedures in clauses 6 to 9.

4.20.10. The Executive may terminate the Code Member's Code Membership where the Code Member fails to comply with any of the following obligations for more than 28 Days after the original deadline set by the Executive or Auditor(s) (as appropriate):

4.20.10.1. fails to comply with clause 4.20.4; and/or

4.20.10.2. fails to respond to the Executive's request for an Audit; and/or

4.20.10.3. fails to produce documentation requested by the Auditor(s); and/or

4.20.10.4. fails to make the necessary representatives of the Code Member available for the Audit; and/or

4.20.10.5. fails to permit the Auditor(s) access to the Code Member's premises in accordance with clause 4.20.5.

4.21. Resignation from Code Membership

4.21.1. Subject to clause 4.19.5, this clause, and clauses 8.6 and 9.3 below, a Code Member may resign from Code Membership on 14 Days' written notice to the Executive. The Executive may refuse to accept such resignation if: this is desirable in the interests of consumer protection and/ or fundamental to the Executive's role administering the Code, for example if the Executive is aware that a Consumer is shortly to commence an arbitration under the Independent Arbitration Service, if the Executive is formally mediating a Complaint in accordance with the Dispute Resolution Process, or if the Code Member has been allocated for Audit.  The provisions of clause 11 shall apply to any Code Member whose resignation from Code Membership is accepted by the Executive.

4.21.2. Where a Code Member resigns from Code Membership once the Code Membership Fee has already been paid, the Code Membership Fee (or any part thereof) will not be refundable.


5. Information registered by the Executive

5.1. The Executive may register information received relevant to a Code Member's compliance with the Code and/or the Terms of Membership and/or the Conditions and/or Consent Order from any source including but not limited to:

5.1.1. the Application Form and information provided by Applicants;

5.1.2. Complaints;

5.1.3. the Dispute Resolution Process;

5.1.4. Feedback;

5.1.5. an analysis of arbitration outcomes;

5.1.6. Audits;

5.1.7. Compliance Checks;

5.1.8. Due Diligence Checks;

5.1.9. the results of Consumer Satisfaction Questionnaires;

5.1.10. Mystery Shopping;

5.1.11. Mystery Training;

5.1.12. Citizens Advice, Trading Standards Departments, the Advertising Standards Authority, Courts or tribunals, Financial Conduct Authority, Government Departments, Companies Investigation Branch, Scam Busters, Energy Networks Association, Distribution Network Operators; Energy Saving Trust, Driver and Vehicle Licensing Agency;

5.1.13. publicly available information including media reports;

5.1.14. Electricians Associations

5.1.15. OLEV

5.1.16. Ofgem; and/or

5.1.17. other Code Members.

5.2. The Executive shall register any such information received on its database if it considers it appropriate.

5.3. Such information may or may not relate to, or suggest, a potential breach of the Code and/or the Terms of Membership and/or the Conditions and/or Consent Order by a Code Member.

5.4 Following any investigation, the information and evidence may remain registered on the database.

Sharing of information

5.5. The Executive may, if it considers it necessary, share information received in accordance with clauses 4.20 and 5.1 together with details of a Code Member or Consumer with: the Code Member concerned, relevant Trading Standards Departments, Government Departments, OLEV, Electricians Associations, Financial Conduct Authority, and/or Companies Investigation Branch or as otherwise required by law or in the interests of consumer protection.

5.6. Where the Executive shares any such information, it may do so in an anonymised format. In particular, where the Executive shares information relating to Mystery Shopping or Mystery Training with a Code Member, such information as is necessary will be anonymised to protect the identity of the Mystery Shopper or the individual posing as a potential sales person.

5.7. The Executive will ensure it has a legal basis, including where appropriate obtaining the appropriate consent from the Consumer, prior to sharing any information or details which relate to the Consumer.

5.8. The Code Member hereby agrees that the information received in accordance with clauses 4.20 and 5.1 shall be used by the Executive:

5.8.1. to share with those bodies and entities and/or in the circumstances listed in clause 5.5 and/or in accordance with clause 5.6;

5.8.2. as evidence in connection with the disciplinary procedure (as set out in clauses 6 to 9), including any such information received in an anonymised format; and/ or

5.8.3. to share with Applicants in connection with an Applicant's application for Code Membership where the Executive considers the information to be relevant and reasonably necessary to the application.

5.9. The Code Member hereby agrees that the Executive may approach public authorities including, Trading Standards Departments, to obtain information relating to the Code Member's business or affairs in accordance with section 239 of the Enterprise Act 2002.

5.10. The Code Member hereby agrees that the information received by the Executive in accordance with clause 5.8 may be shared with Consumers for use in connection with the Independent Arbitration Service.


6. Disciplinary procedure

6.1. Where the Executive considers that a Code Member may not be compliant with the Code and/or the Terms of Membership and/or Conditions and/or Consent Order, the disciplinary procedure will apply.

6.2. The disciplinary procedure includes the following elements:

6.2.1. Information suggesting a potential breach in accordance with clause 7; and/or

6.2.2. Consent Orders in accordance with clause 8; and/or

6.2.3. Non-compliance action in accordance with clause 9.


7. Disciplinary procedure: information suggesting a potential breach

7.1. The Executive shall assess any information received in accordance with clauses 4.20 and 5 to determine whether it suggests a potential breach of the Code and/or the Terms of Membership and/or the Conditions and/or Consent Order by a Code Member.

7.2. If the Executive concludes that the information received suggests a potential breach of the Code and/or the Terms of Membership and/or the Conditions and/or Consent Order by a Code Member, it will consider whether it should carry out any investigation. The Executive will carry out any such investigation as it thinks fit in good faith, and as quickly and fairly as it reasonably can in accordance with the procedures set out in these Terms of Membership.

7.3. Where the information received by the Executive consists of a Complaint or Feedback, and where the Executive's assessment of that information suggests a potential breach, the fact that the Complaint or Feedback has been resolved does not mean that bringing disciplinary procedures in accordance with clauses 6 to 9, would not apply or would not be appropriate.

7.4. Having received and assessed information in accordance with clause 7.1 and carried out any investigation it considers is required in accordance with clause 7.2, the Executive may take no further action. Alternatively, the Executive may commence the disciplinary procedure by:

7.4.1. taking such steps as it considers are necessary and appropriate in order to promote consumer protection and compliance with the Code, including communicating with the Code Member about the information received, asking the Code Member to comply with its obligations under the Code, requesting the Code Member to provide Declaration(s), carrying out a Compliance Check, and/or requiring them to be subject to Audit; and/or

7.4.2. inviting the Code Member to agree to a Consent Order in accordance with clause 8, and/or

7.4.3. invoking non-compliance action in accordance with clause 9.


8. Disciplinary procedure: Consent Orders

8.1. The Executive may invite a Code Member to agree to a Consent Order either in accordance with clause 7.2 or in accordance with clause 9.5.2.3 after the Executive has invoked non-compliance action. Where the Executive invites a Code Member to agree to a Consent Order, the provisions of this clause 8 shall apply.

8.2. An invitation from the Executive to a Code Member to agree to a Consent Order shall be in writing and shall:

8.2.1. set out a summary of the information received;

8.2.2. include details of how the information has been received including its source unless the source has requested that its confidentiality be preserved;

8.2.3. explain why the Executive considers the Consent Order to be necessary including how the information received suggests that the Code and/or the Terms of Membership and/or the Conditions have been breached including the section(s) of the Code and/or clause(s) of the Terms of Membership or the Condition(s) breached;

8.2.4. detail the steps which the Code Member must take to remedy the potential breach(es) and become compliant (which may include being subject to a Compliance Check and/or an Audit, or addressing the acts or omissions which a previous Audit has highlighted as requiring remedial action);

8.2.5. detail any payment required in advance from the Code Member, such as the costs of a Compliance Check and/or Audit);

8.2.6. invite the Code Member to provide their written agreement to the terms of the Consent Order;

8.2.7. specify the deadline by which the Code Member's agreement to the Consent Order must be sent to the Executive;

8.2.8. set out the Executive's right to terminate the Code Member's Code Membership should the Code Member:

8.2.8.1. fail to provide an adequate written response to the invitation, in accordance with clauses 8.4 and 11.1.5; or

8.2.8.2. agree to the Consent Order and subsequently fail to comply with any of its terms, in accordance with clauses 8.5 and 11.1.6; or

8.2.8.3. otherwise reply but agreement as to the terms of the Consent Order has not been reached between the Executive and the Code Member, and the Code Member has not provided the Executive with a satisfactory reason for why an agreement cannot be reached, in accordance with clause 11.1.7; and

8.2.9. confirm (where the Executive considers it desirable in the interests of consumer protection) that the name of the Code Member and/or the terms of the agreed Consent Order will be published on the Website.

8.3. A copy of any agreed Consent Order will be retained by the Executive on its database and may be referred to in connection with any subsequent disciplinary procedure if the Executive considers necessary or appropriate.

Procedure if Consent Order is not complied with

8.4. Where the Code Member has failed to provide any written response as requested by the Executive to the Consent Order and more than 14 Days has passed since the deadline given by the Executive for such a response, the Executive will be entitiled to terminate the Code Member's Code Membership with immediate effect in accordance with clause 11.

8.5. Where the Executive has invited the Code Member to agree to a Consent Order in accordance with this clause 8 and the Code Member has agreed to the Consent Order but has subsequently failed to comply with any of its terms the Executive will be entitled to terminate the Code Member's Code Membership with immediate effect in accordance with clause 11.

8.6. Once the Executive has invited a Code Member to agree to a Consent Order in accordance with clause 8 and notification has been sent to the Code Member in accordance with clause 8.2, the Code Member will not be permitted to resign from Code Membership until the earliest of the following:

8.6.1. the Code Member having provided its written agreement to the Consent Order in accordance with clause 8.2.6; or

8.6.2. the Executive having terminated the Code Member's Code Membership in accordance with clause 8.4 or 8.5; or

8.6.3. the Executive having otherwise communicated to the Code Member that it is willing to accept its resignation.


9. Disciplinary procedure: Invoking non-compliance action

9.1. If the Executive in accordance with these Terms of Membership decides to invoke non-compliance action as part of the disciplinary procedure, the Executive will notify the Code Member in writing of this decision and of the results of its investigation (if any) carried out in accordance with clause 7.2.

9.2. In its notification to the Code Member the Executive will:

9.2.1. set out a summary of the information received;

9.2.2. include details of how the information has been received including its source unless the source has requested that its confidentiality be preserved;

9.2.3. set out the section(s) of the Code and/or clause(s) of the Terms of Membership or the Condition(s) that may have been breached;

9.2.4. provide copies of any documentation on which the Executive seeks to rely. The Executive may redact any confidential or personal information contained in such material, in its discretion;

9.2.5. invite comments from the Code Member within a defined timeframe to be set by the Executive in its sole discretion; and

9.2.6. set out the Executive's right to terminate the Code Member's Code Membership should the Code Member fail to provide any written response to the notification, in accordance with clauses 9.7 and 11.1.4;

9.3. Once non-compliance action has been invoked and notification sent to the Code Member in accordance with clause 9.1, the Code Member will not be permitted to resign from Code Membership until such time as the non-compliance action has been completed in accordance with clause 9.5.

Review of evidence by the Executive

9.4. On receipt of comments from the Code Member, or on the expiry of the timeframe for the receipt of those comments, whichever is the sooner, the Executive shall reconsider all the information and evidence available to it in relation to the matter.  

9.5. Having reconsidered the information and evidence available to it in accordance with clause 9.4, the Executive may:

9.5.1. notify the Code Member in writing that it considers that there is no case to answer and that it will take no further action; or

9.5.2. where the Executive considers that there is a case to answer:

9.5.2.1. take steps in order to promote compliance with the Code in accordance with clause 7.4, including communicating this to the Code Member; or

9.5.2.2. inform the Code Member that it will be subject to a Period of Enhanced Monitoring which may include being subject to Conditions as detailed in clauses 9.8 to 9.12 and confirm to the Code Member the period which is to apply;

9.5.2.3. invite the Code Member to agree to a Consent Order in accordance with clause 7.4.2; or

9.5.2.4. terminate the Code Member’s Code membership where the information and evidence highlights an area(s) of significant concern to the Executive in accordance with clause 11.

9.6. In each case, the information and evidence may be reconsidered by the Executive if appropriate in the future, for example in the case of a repeated or additional breach.

9.7. Where the Code Member has failed to provide any written response as requested by the Executive to the notification and more than 14 Days has passed since the deadline given by the Executive for such a response, the Executive will be entitled to terminate the Code Member's Code Membership with immediate effect in accordance with clause 11.

Period of Enhanced Monitoring

9.8. Where the Executive has informed the Code Member that it will be subject to a Period of Enhanced Monitoring in accordance with clause 9.5.2.2, the Executive will keep the Code Member's compliance with the Code, Terms of Membership and Conditions, where relevant, under regular review. The defined period which is to apply to a Period of Enhanced Monitoring can be no longer than 6 months, which can be extended once by a further period of up to 6 months in accordance with clause 9.10.2.1.

9.9. Conditions imposed by the Executive shall be communicated to the Code Member in writing. Such Conditions will be directed at remedying the non-compliance about which the Executive is concerned, for example requiring the Code Member to provide documentation or contracts which are compliant with the Code, to respond to communications from the Executive, or to be subject to an Audit and/ or a Compliance Check, within a defined period of time.

9.10. The Executive will assess whether any Conditions have been fulfilled during the Period of Enhanced Monitoring. Following the end of the Period of Enhanced Monitoring:

9.10.1. if the Executive is satisfied that any Conditions have been fulfilled, and that the Code Member is compliant with the Code and/or Terms of Membership, the Executive will write to the Code Member to confirm this and that no further action will be taken; or

9.10.2. if the Executive is not satisfied that all Conditions have been fulfilled, or that the Code Member is compliant with the Code and/or Terms of Membership, the Executive may, where it considers appropriate:

9.10.2.1. extend the Period of Enhanced Monitoring for such a period as the Executive considers appropriate acting in its absolute discretion provided always that such extended period shall be no longer than a further 6 months. The Executive will write to the Code Member to confirm this. No more than one such extension may be made by the Executive; or

9.10.2.2. invite the Code Member to agree a Consent Order in accordance with clause 9.5.2.3; or

9.10.2.3. terminate the Code Member’s Code Membership in accordance with clause 11.

9.11. If, during the Period of Enhanced Monitoring, the Executive receives any information in accordance with clauses 4.20 and/or 5 which relates to, or suggests, a potential breach of the Code and/or Terms of Membership by the Code Member, the Executive may follow any of the disciplinary procedures in clauses 6 to 9.

9.12. If, during the Period of Enhanced Monitoring, the Conditions imposed are breached by the Code Member prior to the end of the Period of Enhanced Monitoring, the Executive may terminate the Code Member’s Code Membership in accordance with clause 11


10. Service of documentation

10.1. Where, in accordance with clauses 7 to 9, documentation, a written response or a request is due to be provided to a Code Member or the Executive, that documentation shall be deemed to have been served on the date on which it was sent (by the Code Member or the Executive as appropriate), whether electronically or by post or courier, so long as a record of sending has been obtained and is available should it be requested as proof of sending.

10.2. The address for service of the Executive in relation to the matters in these Terms of Membership is the postal address for the REAL set out on the Website and the email address of the Executive's staff member(s) who has contacted the Code Member about the matter.

10.3. The address for service of the Code Member is the address listed on its Code Membership Certificate and/or the email address of the Primary Contact.


11. Termination of Code Membership

11.1. The Executive may terminate Code Membership with immediate effect in the following circumstances:

11.1.1. Where, during a defined period of Temporary Code Membership to which the Code Member has been admitted by the Executive, the Code Member does not comply with the Conditions;

11.1.2. Where the Executive is unable to contact or obtain a response from a Code Member in accordance with clause 4.14;

11.1.3. Where the Code Member fails to comply with its obligations set out in clause 4.20 for more than 28 days after the original deadline set by the Executive, in accordance with clause 4.20.10;

11.1.4. Where the Code Member fails to provide any written response to a notification and more than 14 Days have passed since the deadline for a response given by the Executive for such response, in accordance with clause 9.7;

11.1.5. Where the Executive has invited the Code Member to agree to a Consent Order and the Code Member fails to provide an adequate response to the Executive’s invitation in accordance with clause 8.4;

11.1.6. Where the Code Member has agreed to a Consent Order but has subsequently failed to comply with any of its terms, in accordance with clause 8.5;

11.1.7. Where the Executive has invited the Code Member to agree to a Consent Order and the Code Member has otherwise replied but agreement as to the terms of the Consent Order has not been reached between the Executive and the Code Member, and the Code Member has not provided the Executive with a satisfactory reason for why an agreement cannot be reached;

11.1.8. Where, during or following the end of a Period of Enhanced Monitoring, the Code Member has failed to comply with or fulfil the Conditions in accordance with clause 9.10.2.3;

11.1.9. Where, following a review of the information and evidence received by the Executive in accordance with clause 9, the Executive finds that the information and evidence highlights an area(s) of significant concern, in accordance with clause 9.5.2.4.

11.1.10. Where the Code Member has failed to:

11.1.10.1. pay the Code Membership Fee by the Due Date in accordance with clause 4.2.4;

11.1.10.2. pay (or otherwise comply with) an arbitration award made against it under the Independent Arbitration Service in clause 4.19 by either the date on which payment or compliance was due or by the date 14 Days after the Executive sent a written reminder to the Code Member in accordance with clause 4.19.8; or

11.1.10.3. pay any other sum due to REAL by 28 Days after the Due Date.

11.1.11. Where the Code Member takes deposits from Consumers and has failed, in relation to Chargepoints, to ensure that it has adequate protection for those deposits and its workmanship warranties in accordance with clause 4.8.5, or where the Code Member has failed to arrange such protections within 1 month of becoming a Code Member.

11.1.12. Where:

11.1.12.1. the Code Member suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

11.1.12.2. the Code Member commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

11.1.12.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Code Member (being a company);

11.1.12.4. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Code Member (being a company);

11.1.12.5. the holder of a qualifying floating charge over the assets of the Code Member (being a company) has become entitled to appoint or has appointed an administrative receiver;

11.1.12.6. a person becomes entitled to appoint a receiver over the assets of the Code Member or a receiver is appointed over the assets of the Code Member;

11.1.12.7. the Code Member (being an individual) becomes the subject of a bankruptcy petition or order; dies; or, by reason of illness or incapacity (whether mental or physical), becomes incapable of managing his own affairs or becomes a patient under any mental health legislation;

11.1.12.8. a creditor or encumbrancer of the Code Member attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Code Member’s assets and such attachment or process is not discharged within 10 Days; and/or

11.1.12.9. the Code Member suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business, or fails to respond within 7 Days to a notice from the Executive asking for a written response following reasonable concerns on the part of the Executive that the Code Member has suspended or ceased, or threatened to suspend or cease, carrying on all or a substantial part of its business;

11.1.12.10. the Code Member intends to offer Consumers the opportunity to benefit from the OLEV and EST Scotland grants through its business and has not become authorised by OLEV and/or approved by EST Scotland within 3 months of receiving notification of its Code Membership in accordance with clause 4.15, or subsequently ceases to be authorised and/ or approved, and has not provided an explanation acceptable to the Executive for failing to become or ceasing to be authorised and/or approved, the Executive will be entitled to terminate the Code Member's Code Membership; or

11.1.12.11. the Code Member ceases to be qualified to the relevant standards required to install Chargepoints in accordance with the IET Code of Practice, clause 4.16, and has not provided an explanation acceptable to the Executive for or ceasing to be qualified to the relevant standards, the Executive will be entitled to terminate the Code Member's Code Membership. 

11.2. Code Membership may also be terminated on receipt of notice from the Code Member that they wish to resign from Code Membership in accordance with clause 4.21.1.

11.3. Where Code Membership comes to an end, by whatever means, the Code Member will immediately cease to:

11.3.1. describe itself as being a Code Member; or

11.3.2. hold itself out as a Code Member, or as being in any way connected with the Code.

11.4. Following termination of Code Membership, the Executive will remove the Code Member from its Website and associated websites.

11.5. Where Code Membership comes to an end, by whatever means, this is without prejudice to the obligations of the Code Member that have accrued prior to that termination occurring. In particular, the Code Member's obligations as to the following will continue, as specified in clause 4.18.13, notwithstanding the end of Code Membership:

11.5.1. Dispute Resolution Process in clause 4.18 (including obligations as to payment of fees to REAL); and

11.5.2. Independent Arbitration Service in clause 4.19; and

11.6. Notwithstanding termination of Code Membership, these Terms of Membership shall remain in force to the extent required to allow the Executive to enforce any outstanding obligations of the Code Member.


12. Executive

12.1.The Executive shall carry out all tasks required for the day-to-day administration of the Code, as set out in these Terms of Membership and other relevant documents.

12.2. The Executive shall prepare an annual report on the performance of the Code and, in particular, the adherence of Code Members to the Code.

12.3. The Executive shall further report regularly to the Board as they reasonably require.


13. Data Protection

13.1. The Applicant or Code Member, as applicable, shall:

13.1.1. comply with its obligations under Data Protection Laws; and

13.1.2. be responsible for dealing with and responding to data subject requests, enquiries or complaints (including any request by a data subject to exercise their rights under Data Protection Laws) it receives.

13.2. The Executive will process personal data relating to the Applicant, Code Member, Individuals Closely Associated with, and Personnel of the Applicant or Code Member, in order to administer the Application, Code Membership and the Dispute Resolution Process, in accordance with these Terms of Membership, the Code and as set out in the EVCC Privacy Policy Statement, which can be accessed at electric-vehicle.org.uk/privacy.

13.3. Where the Applicant or Code Member, as applicable, provides details about Individuals Closely Associated with, and Personnel of, the Applicant or Code Member, the Applicant or Code Member, as applicable, shall provide all necessary information to, and obtained all necessary consents from the data subjects of the personal data, in each case to enable the Applicant or Code Member, as applicable, to disclose the personal data to the Executive and for the Executive to use the personal data in accordance with these Terms of Membership, the Code and as set out in the EVCC Privacy Policy Statement, which can be accessed at electric-vehicle.org.uk/privacy.

13.4. The Applicant or Code Member, as applicable, shall provide all necessary information to, and obtained all necessary consents from the Consumer, in accordance with Data Protection Laws, in each case to enable the Code Member to disclose the personal data to the Executive and for the Executive to use the personal data, in accordance with these Terms of Membership, the Code and as set out in the EVCC Privacy Policy, which can be accessed at electric-vehicle.org.uk/privacy.

13.5. Without prejudice to clause 13.4 the Code Member shall ensure the EVCC Use of Personal Data Notice is provided to Consumers at the time the personal data is collected.

13.6. The Applicant or Code Member, as applicable, shall fully indemnify, keep indemnified and hold harmless the Executive on demand from and against any and all losses, liabilities, costs (including (without limitation) legal costs and VAT), charges, expenses, actions, procedures, claims, fines, penalties, demands and damages (including (without limitation) the amount of damages awarded by a court of competent jurisdiction) arising out of or in connection with the Applicant or Code Member's, as applicable, failure to comply with the provisions of this clause 13 or Data Protection Law.


14. Intellectual Property Licences 

Copyright Licence

14.1. Grant

14.1.1. Renewable Energy Assurance Limited hereby grants to the Code Member a royalty free, non-exclusive and non-sub-licensable licence to Exploit the Copyright Material for the Copyright Purpose in the Territory until such time as it ceases to be a Code Member.

14.2. Code Member Obligations

14.2.1. In addition to observing any other obligations set out in these Terms of Membership, Code Members shall:

14.2.1.1 not amend any Copyright Material in a manner not prescribed in the relevant item of Copyright Material;

14.2.1.2. identify that copyright subsists in all Copyright Material Exploited by it by displaying a copyright notice in substantially the form set out below in every instance (including, where appropriate, on each page of the relevant item) where any Copyright Material or any reproduction of the whole or a substantial part of any item of Copyright Material (including any item representing an item of Copyright Material that has been amended in accordance with section 14.2.1.1. of this clause 14.2 is Exploited by it: 

"© Renewable Energy Assurance Limited [year of first publication]. The reproduction or transmission of all or part of the text in this document without the written permission of Renewable Energy Assurance Limited is prohibited"; and

14.2.1.3. on demand, provide REAL as soon as reasonably possible and free of charge with a copy of any document or other item in relation to which any Copyright Material has been Exploited.

Trade Mark Licence

14.3. Grant

14.3.1. REAL grants to the Code Member a royalty-free, non-exclusive and non-sub-licensable licence to use the Logo on or in relation to the Licensed Products and Services for the Permitted Use in the Territory until such time as the Code Member ceases to be a Code Member, subject to the provisions of these Terms of Membership.

14.4. Title and goodwill

14.4.1. The Code Member acknowledges that REAL is the legal and beneficial owner of the Logo and the Code Member shall not dispute or challenge the ownership rights of REAL to the Logo.

14.4.2. Any goodwill derived from the use by the Code Member of the Logo shall accrue to REAL. Notwithstanding that such goodwill shall accrue to REAL, REAL may at any time ask for a confirmatory assignment of that goodwill and the Code Member shall immediately execute it.

14.5. Duties of the Code Member

14.5.1. The Code Member shall:

14.5.1.1. only use the Logo in the form shown in Annex A of these Terms of Membership or as is otherwise shown on the Website;

14.5.1.2. only reproduce the Logo from materials produced by REAL;

14.5.1.3. only use the Logo in accordance with the Guidance on the use of the EVCC Logo that has been issued by the Executive and available on the Website (as updated at any time by the Executive);

14.5.1.4. follow any other instructions for reproduction of the Logo set out in any other materials provided to the Code Member by REAL;

14.5.1.5. ensure that its advertising, marketing and promotion of the Licensed Products and Services shall in no way reduce or diminish the reputation, image and prestige of the Logo or of services sold under or by reference to the Logo (including, without limitation, the Licensed Services); and

14.5.1.6. not use the Logo or advertise the Licensed Products and Services in a way that is contrary to any applicable laws, rules or regulations in the Territory.

14.6. Additional Obligations

14.6.1. The Code Member shall not:

14.6.1.1. use the Logo for any purpose other than the Permitted Use;

14.6.1.2. apply for, or obtain, registration of the Logo or anything confusingly similar for any goods or services in the Territory; and

14.6.1.3. not use in its business any other trade mark confusingly similar to the Logo and must not use the Logo or any word confusingly similar to the Logo as or as part of its corporate or trading name.

Infringement

14.7. The Code Member shall promptly notify REAL of any Infringement that comes to its attention.

14.8. In respect of any Infringement:

14.8.1. REAL shall, in its absolute discretion, decide what action (if any) to take;

14.8.2. the Code Member shall (at REAL’s expense) co-operate fully with REAL in taking all steps required by REAL;

14.8.3. REAL shall have exclusive control over, and conduct of, all claims and proceedings;

14.8.4. the Code Member shall not make any admissions other than to REAL; and

14.8.5. REAL shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.

Indemnity

14.9. The Code Member shall indemnify REAL from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by REAL as a result of or in connection with any action, demand or claim arising as a result of or in connection with the Code Member's use of the Copyright Material and/or the Logo other than in accorance with these Terms of Membership.

Intellectual Property Rights

14.10. REAL owns the Copyright Materials and the Logo. These Terms of Membership shall not confer on the Code Member any Intellectual Property Rights or other rights in relation to the Copyright Material or the Logo other than as set out in these Terms of Membership. 

Termination

14.10.1. If the Code Member is, in REAL's reasonable opinion, in breach of these Terms of Membership with respect to any Copyright Material and/ or the Logo, then without prejudice of any other rights or remedies provided by law or in these Terms of Membershp, REAL may immediately by notice to the Code Member terminate the licence of the Copyright Material and the Logo and/or the Executive may deal with this in accordance with the disciplinary procedures as described in clauses 6 to 9.

14.10.2. Following the expiry or termination of the licence of the Copyright Material the Code Member shall:

14.10.2.1. immediately cease Exploiting the Copyright Material;

14.10.2.2. promptly irretrievably delete, or procure the irretrievable deletion of, any electronic copies of the whole or a substantial part of the Copyright Material in its possession or control; and 

14.10.2.3. promptly return or (at REAL's election) destroy, or procure the return or destruction (as appropriate) of, any tangible copies of the whole or a substantial part of the Copyright Material in its possession or control, save, in each case, to the extent that the Exploitation or retention of such material does not constitute a breach of the copyright in such material.

14.11. The expiry or termination of any licence of the Copyright Material granted in these Terms of Membership shall not affect the rights or liabilities of the parties which have accrued on or before such expiry or termination.


15. Limitation of Liability

15.1. The Administrative Bodies will at all times endeavour to administer and implement the Code in a fair and equitable manner. The Administrative Bodies' and REAL’s obligations will be limited to those duties set out in these Terms of Membership. Except as expressly set out in these Terms of Membership, neither REAL nor the Administrative Bodies will have any other obligation, duty or liability whatsoever in contract, tort or otherwise. Neither REAL nor the Administrative Bodies will be liable to Code Members or Applicants in contract, tort or otherwise for any direct loss or loss of revenue, business, contracts, anticipated savings, profits or any other indirect or consequential loss however arising.

15.2. Neither REAL nor the Administrative Bodies will be liable in contract, tort or otherwise as a result of any act or omission of any Code Member or Applicant causing loss or damage to any other Code Member, Applicant or a third party. Code Members and Applicants will indemnify REAL, the Administrative Bodies and the REA against any claims in contract, tort or otherwise made against any Code Member or Applicant.


16. Transitional Provisions

16.1. These Terms of Membership come into effect on the date on which they are published on the Website.

16.2. The version of the Terms of Membership which applies to any issue arising from an application for Code Membership shall be the version in force at the date on which the completed Application Form and application fee was received by the Executive. Once the Applicant becomes a Code Member, they will be bound by the version of the Terms of Membership in effect on the Website from time to time.

16.3. The version of the Terms of Membership which applies to any disciplinary matter being considered by the Executive shall be the version in force at the date on which the Executive notifies the Code Member of its decision to invoke non-compliance action as part of the disciplinary procedure pursuant to clause 9 of the Terms of Membership, save that in determining any charge as to a breach of the Terms of Membership, the applicable Terms of Membership will be the Terms of Membership in force at the date to which the charge relates.

Annex A

The Logo

Electric Vehicle Consumer Code for Home Chargepoints