Terms and Conditions

Purpose of These Terms

These Terms & Conditions (“Terms”) set out the basis on which we provide energy, utility, and carbon management services. By using our Services, you agree to these Terms.

Definitions

“Agreement” — these Terms together with any service-specific agreement or Service Package.
“Services” — the services we provide, as described on our website or agreed with you.
“Customer / you” — any business or individual using our Services.
“Supplier / we / us” — the service provider operating this website.
“Fees” — the charges payable for the Services.
“Confidential Information” — any non-public or sensitive information shared by either party.
“Intellectual Property (IP)” — all data, documents, software, designs, and know-how.
“Personal Data” — information relating to an identifiable individual.
“Initial Term” — any minimum service period agreed.
“Working Day” — Monday to Friday, excluding bank holidays in England.

If there is any conflict between these Terms and a separate written agreement, that agreement will take priority.

Contract Length

Where Services are provided under an agreed term, the Agreement will begin on the agreed start date and continue for the Initial Term. After this, it may renew automatically unless terminated in accordance with these Terms or any specific agreement.

Exclusivity

Where agreed as part of a Service Package, we may act as your exclusive provider for certain Services. If you procure equivalent services outside of this arrangement within scope, we reserve the right to charge the Fees that would otherwise have been payable.

Relationship

Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between the parties.

Points of Contact

Each party may nominate a main contact for communications relating to the Services and may update this contact on reasonable notice.

Supplier Responsibilities

We will:

deliver the Services with reasonable skill and care;
comply with applicable laws and industry standards;
communicate with you as reasonably required;
use reasonable endeavours to meet agreed timelines (which are indicative unless expressly stated otherwise);
consider reasonable requests for changes to the Services (additional Fees may apply).

Customer Responsibilities

You agree to:

provide accurate and complete information as reasonably required;
cooperate with us in delivering the Services;
complete required documentation (including Letters of Authority where applicable);
enter into any relevant supply agreements within required timeframes;
not interfere with or undermine the delivery or outcomes of the Services;
notify us of any relevant existing issues within a reasonable timeframe.

Health, Safety & Security

Where we attend your premises, we will comply with your notified health and safety requirements.
We may take photographs or collect site data where necessary to deliver the Services. Such information will be treated as Confidential Information.

Confidentiality

Each party agrees to keep Confidential Information secure and only use it for the purposes of fulfilling the Agreement.
We may disclose Confidential Information to employees, agents, or subcontractors where necessary, subject to appropriate confidentiality obligations.

Publicity

Neither party will make public statements about the commercial terms of the Agreement without prior written consent. Reference to the existence of a relationship may be made with mutual approval.

Intellectual Property

You retain ownership of your IP.
We retain ownership of our IP (including IP created during the Services).
Each party grants a limited licence to the other to use IP solely for the purposes of delivering or receiving the Services.
Each party will indemnify the other against claims arising from IP infringement caused by materials they provide.

Subcontracting

We may subcontract or delegate the performance of the Services but will remain responsible for their delivery.

Changes to the Agreement

Any material changes to agreed Services or terms must be confirmed in writing.

Fees & Payment

Fees will be set out in your Agreement, Service Package, or otherwise agreed in writing.
Unless otherwise stated, invoices are payable within 30 days.
Fees may increase annually in line with the Retail Price Index (RPI), where applicable.
Late payments may incur interest at up to 3.5% above the Bank of England base rate.
We may suspend Services and recover reasonable costs where payment is significantly overdue.

Service Fee Structures:

Retail Services — typically funded through commissions paid to us by utility suppliers.
Managed Services — typically funded through fixed fees or retainers paid directly by you.
Where a Service falls outside these structures, the applicable Fees will be clearly explained and agreed in advance.

No Set-Off

All payments must be made in full without deduction or set-off unless required by law.

Insurance

We maintain appropriate insurance coverage, including public liability insurance, in line with industry standards.

Warranties

Each party warrants that it:

has the authority to enter into the Agreement;
will perform its obligations with reasonable skill and care;
is not aware of any matter that would materially affect its ability to perform;
complies with applicable legal and regulatory requirements.

Termination

Either party may terminate the Agreement if the other:

becomes insolvent; or
commits a material breach and fails to remedy it within a reasonable period (typically 30 days).

Where applicable, termination for convenience may be subject to:

completion of the Initial Term; and/or
relevant third-party contract commitments.

Upon termination:

all outstanding Fees become immediately payable;
Fees relating to completed or committed work become due;
Confidential Information must be returned or securely deleted (subject to legal obligations).

Notices

Notices may be given by email or post and will be deemed received:

within four business hours for emails sent during business hours;
two Working Days after posting.

Liability

Nothing limits liability for death or personal injury caused by negligence.
Neither party is liable for indirect or consequential losses.
Total liability is limited to 100% of the Fees paid for the relevant Services in the previous 12 months.

Data Protection

Both parties will comply with applicable UK data protection laws.
Where we process Personal Data on your behalf, we will:

act only on your instructions;
implement appropriate security measures;
ensure confidentiality;
not transfer data outside the UK without appropriate safeguards;
notify you of any data breaches;
return or delete Personal Data at the end of the Agreement unless legally required to retain it.

We may use trusted third-party processors and remain responsible for their actions.

Force Majeure

Neither party is liable for delays or failures caused by events beyond their reasonable control, provided they notify the other party as soon as practicable.

Non-Solicitation

Neither party will solicit or employ personnel involved in delivering the Services for 12 months following termination, unless agreed otherwise. Compensation may be payable in the event of breach.

Entire Agreement

These Terms, together with any applicable Service Package or agreement, constitute the entire agreement between the parties.

Utility Suppliers

We may work with a panel of utility suppliers and may update this panel at our discretion. We do not guarantee that any supplier will offer you a contract.

Severability

If any provision is found to be invalid or unenforceable, the remaining provisions will continue in full force.

Dispute Resolution

In the event of a dispute:

The parties will first attempt to resolve the issue through their appointed contacts.
If unresolved, the matter may be escalated internally.
If still unresolved, the parties may seek mediation.
Failing resolution, disputes will be referred to the courts of England and Wales.

Governing Law

These Terms are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.