Standard Service Terms - Better Connected, A wise use of energy for your business

Standard Service Terms & Conditions for Energy Consultancy Services

INTRODUCTION

These Standard Service Terms & Conditions (“Terms”) set out the basis on which Better Connections Ltd (“we”, “us” or “our”) will provide Energy Consultancy services (“Services”) to you (‘you’ or ‘your’). By engaging our Services, you agree to be bound by these Terms.

ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and Better Connections Ltd and supersede all prior agreements, understandings, and representations, whether oral or written, relating to the Services. Any amendments or variations to these Terms will be effective when published on the www.better-connected.biz website. Such changes shall be considered communicated to and accepted by both parties upon publication.]

Third Party Rights

Nothing in these Terms shall confer any rights on any person or entity other than you and Better Connections Ltd.

Better Connections Ltd t/a Better Connected: Terms and Conditions

In these terms and conditions, Better Connections Ltd t/a Better Connected, a company registered under the number 07294707, with a registered address at Black Horse Chambers, 231 Elliott Street, Tyldesley, Manchester, M29 8DG, is referred to as Better Connected.

The customer of Better Connected is referred to as the Customer.

Definitions:

‘Agreement’: the contractual relationship between Better Connected and the Customer as set out in these terms and conditions and the Letter of Authority.

‘Breach Fee’: payment due from the Customer to Better Connected in the event of a Customer Breach.

‘Commencement Date’: has the meaning given in clause 1.

‘Commission Payment’: the payment Better Connected is entitled to receive from the Supplier as a result of the Customer entering into the Contract.

‘Confidential Information’: means such information as one party may provide to the other as part of or in relation to this Agreement.

‘Customer Breach’: any act or omission of the Customer that represents a breach of the terms of this Agreement by the Customer.

‘Contract’: the contract entered into by you (or by us on your behalf) with the Supplier for the supply of energy or water and as part of the Services and any extensions to this Agreement.

‘Customer Obligations’: as set out in clause 1.

‘Data Protection Legislation’: all relevant data protection and privacy legislation in force from time to time in England and Wales.

‘Letter of Authority’: such letters of authority being as the Customer may sign from time to time.

‘Services’: the services that we will provide to you, including presenting you with details of a proposed supply contract(s) from one (or a number) of Suppliers from our portfolio of suppliers for you to choose to accept and any such set out in the Letter(s) of Authority.

‘Supplier’: the supplier that you choose to enter into a Contract with.

‘Working Day’: Monday to Friday other than a public holiday in England.

‘Intellectual Property’: Intellectual property refers to creations of the mind, such as inventions, designs, and artistic works, for which legal rights are granted to the creator, providing exclusive control and protection over their use and distribution.

INTELLECTUAL PROPERTY

All intellectual property rights in any materials, reports, or other deliverables that we produce as part of the Services will remain the property of Better Connections Ltd. We grant you a non-exclusive, non-transferable licence to use such materials, reports, or other deliverables solely for your own internal business purposes.

PRICES OFFERED AND PROCUREMENT:

If the customer opts for and Better Connected agrees to provide the price comparison, Better Connected will use its reasonable endeavours to identify, negotiate, and secure competitive energy prices on behalf of the customer.

Better Connected agrees to provide the customer with impartial information on supplier’s prices in relation to the services and products offered by the supplier.

Better Connected will provide the customer with any relevant quotations by suppliers for consideration. Better Connected reserves the right to revise, amend, and withdraw any quotation at any time upon informing the customer.

The customer agrees to provide Better Connected with accurate information to allow accurate quotations to be obtained by Better Connected’s panel of suppliers – including estimated or actual usage of energy, contract end dates, and other known factors that may influence prices and quotations.

LETTER OF AUTHORITY:

Any information not provided by the customer deemed vital to the accuracy of a quotation can be obtained on the customer’s behalf upon receipt of a signed letter of authority.

This will authorize Better Connected to liaise directly with the customer’s existing supplier to obtain key terms of the customer’s current contractual arrangements, including but not limited to contract end date/s, notice period, termination process, current prices, energy consumption, and meter types.

Better Connected might also use the letter of authority to assist in providing other services such as dispute resolution, resolve billing issues, or any other services requested by the customer.

This letter will be sent to the customer’s supplier/suppliers to aid only in the services we are being asked to provide.

QUOTATIONS:

The provision of any quotation by a supplier from Better Connected does not constitute an offer to the customer and offers will each have their own terms and conditions to review depending on the supplier.

If the customer accepts a quotation and a contract is executed between the customer and the supplier, the contract is binding, and the customer will not be permitted to revoke such an acceptance. Currently, business energy contracts DO NOT have any cooling-off period.

Energy prices fluctuate daily, and while we attempt to help secure competitive rates to enable switching or renewal, we cannot guarantee any quote is the ‘cheapest’, ‘best’ or ‘most competitive deal’.

The Supplier shall be entitled at any time to refuse to accept a customer’s offer of acceptance at their discretion.

SWITCHING SERVICE:

If the customer wishes to enter a contract based on a quotation provided by Better Connected and if the supplier accepts the customer, Better Connected will provide a switching service (or renewal service) which will include organizing the contract between the business energy supplier and the customer for the purchase and supply of the energy services.

Better Connected will not be responsible for any delays or failures caused by either the customer, the proposed supplier, or any existing supplier in relation to affecting any transfer. Better Connected will, however, communicate any delays and offer advice and help to resolve these issues to facilitate the transfer.

Better Connected will arrange the contract based on the information provided by the customer. Any contract will be sent via email either as a DocuSign or pdf attachment to the customer to check the information is true, accurate, and complete and will inform Better Connected of any errors or amendments prior to acceptance. Better Connected does not offer verbal acceptances or secure contracts over the telephone.

SUPPLY OF SERVICES

The Customer agrees that:

(i) the Letter(s) of Authority constitutes a request by the Customer to purchase Services in accordance with these conditions. This Agreement shall come into existence (Commencement Date) when the Letter(s) of Authority signed by the Customer is received by Better Connected;

(ii) in return for it requesting Better Connected to provide the Services Better Connected shall do so and shall supply the Services to the Customer as per this Agreement; and

(iii) Better Connected is not a price comparison service. Although Better Connected works with many suppliers of energy, it does not have access to every such supplier.

Better Connected does not guarantee that it will arrange what a third party may claim is the cheapest supply available. Better Connected considers a number of factors when assessing which
suppliers and which supply contracts are best suited to the Customer.

Better Connected will seek the option(s) that in its opinion are best suited to the Customer, with the price of the supply being just one of the factors to consider.

We will provide Energy Consultancy services to you in accordance with the terms of any engagement letter or proposal that we agree with you. Our Services may include, but are not limited to, energy audits, energy management plans, renewable energy assessments, energy supply contract proposals and advice on energy efficiency measures. We will use our reasonable endeavours to provide the Services in a timely and professional manner, and in accordance with applicable laws and regulations.

1. CUSTOMER’S OBLIGATIONS

The Customer agrees:

(i) to cooperate with Better Connected in all matters relating to the Services and not in any way through acts or omissions hinder, prevent, or delay the provision of the Services;

(ii) to comply at all times promptly and completely with both this Agreement and any terms and conditions of the relevant Supplier relating to the Contract, including, for the avoidance of doubt, the obligation to make all payments promptly to the Supplier under the Contract;

(iii) to provide such information, data, or documents as Better Connected may request from time to time;

(iv) to ensure that all information and documents provided to Better Connected are complete, up-to-date, and accurate at all times;

(v) to provide such assistance as Better Connected may reasonably require from time to time in relation to the Services;

(vi) to immediately inform Better Connected in the event there is any change in the Customer’s circumstances which may affect the provision of the Services and or impact the Contract or proposed Contract;

(vii) to comply with the provisions of the Bribery Act 2010 and any other applicable legislation; and

(viii) not at any time to have entered into or enter into any other contract (for any reason including due to a change in tenancy or change in occupancy) for the supply of energy (‘Other Contract’) for the intended period of the Contract whereby that Other Contract provides energy and/or the Services, whether in whole or in part, to be provided under the Contract.

CUSTOMER’S BREACH OF THE AGREEMENT: SUSPENSION AND TERMINATION

The Customer’s attention is drawn to this clause: the consequences of the Customer breaching this agreement.

Without affecting any other right or remedy available to it Better Connected may as it sees fit terminate or suspend the Agreement with immediate effect by giving written notice to the Customer if:

(i) the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach to Better Connected’s satisfaction within fourteen days of the Customer being notified in writing to do so;

(ii) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is subject to a winding up process (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), has a receiver appointed to any of its assets or ceasing to carry on business; or

(iii) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

(iv) the Customer takes any step to involve a solicitor in relation to a claim for ‘secret commissions’ by way of enquiry or and including by way of a letter of claim.

In the event of such termination or suspension Better Connected is relieved of all its obligations under the Agreement.

Further in the event of:

(i) termination (that may conclude suspension); or

(ii) any breach of a Customer Obligation for whatever reason the Customer will on receipt of demand pay to Better Connected the Breach Fee. The Breach Fee shall be a payment of whichever is higher either:

(i) representing the Commission Payment (or such balance of the Commission Payment yet to be paid to Better Connected) which Better Connected would have received from the Supplier but is not received or will not be received due to the Customer Breach; or

(ii) a fixed amount of £1,020 per meter.

VAT is due to be paid on a Breach Fee.

The Customer agrees that the Breach Fee is due to be paid within seven days of receiving demand for the same and that it enjoys no right of set off, defence, counterclaim or other reason to withhold or delay payment.

The Customer agrees that the Breach Fee, whether fixed or Commission based, represents the reimbursement of loss suffered by Better Connected resulting from the Customer Breach. It does not represent an unfair gain or windfall on the part of Better Connected that is in the nature of or is capable of falling within the definition of a penalty.

The Commission Payment for the purposes of this clause is calculated on the basis of the consumption as set out in the Contract or related documents.

The Breach Fee is due to be paid as per this clause irrespective of any date or dates the Supplier may have been due to make the Commission Payment to Better Connected.

CHANGE OF TENANCY

The Customer’s attention is drawn to this clause: the requirement to notify Better Connected of a change of tenancy in the event of a change of tenancy (as defined) and the consequences of failing to do so.

Where a Customer enters a contract through Better Connected but vacates the relevant premises either before the supply of energy commences or during the period of supply under that Contract the Contract will terminate. This is called a “change of tenancy” or “COT”.

A COT involves either (i) a party not connected to or associated with the Customer taking over the premises (a party is connected to the Customer if it falls within the definition set out in sections 1122 and 1123 Corporation Tax Act 2010) or (ii) the premises becoming vacant for a minimum period of three months following the Customer’s departure.

Better Connected’ fees are adjusted by a Supplier if a COT occurs. It is therefore important that Better Connected receives from the Customer at least fourteen Working Days before the date of vacating the premises written confirmation of the change together with evidence of the COT satisfactory to Better Connected, this may include (a non-exhaustive list by way of example only) a land sale contract/TR1, assignment of a lease or surrender certified by the Customer’s solicitor.

The written notice from the Customer must include a letter from the Customer’s solicitor confirming the vacation of the premises is a COT as set out above and provide sufficient detail to enable Better Connected to satisfy itself as to the nature of the COT.

Failure to so notify Better Connected in the event of a COT will incur a fee for the loss/reduction in commission the supplier pays Better Connected. In those circumstances Better Connected reserves the right to charge the Customer a one-off fee of £764 per meter or the total value of Commission Payment Better Connected would have received in relation to the Contract per meter, whichever is the higher figure. In calculating the said fee Better Connected will apply a discount percentage to reflect Commission Payment that has been received (subject to a minimum failed Contract fee of £764 per meter).

CONSEQUENCES OF TERMINATION

Termination or expiry of the Agreement shall not affect:

(i) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry; and

(ii) the liability of the Customer to Better Connected in the event of a Customer Breach.

(iii) the Customer will lose access to our services that are provided in the cost calculated way of commission payments and will move on to an ad hoc consultancy service whereby we would need to make a direct charge for any services provided. Charges as set out in Schedule 1.

COMMISSION PAYMENTS TO BETTER CONNECTED

The Customer’s attention is drawn to this clause: the commission payments that will be made to Better Connected.

There is no cost or obligation to obtain a price comparison or for Better Connected to tender for prices. However, by agreeing a contract via our service, you are accepting that your chosen supplier will then pay Better Connected a fee or commission for the introduction & managing the transfer process. Depending on the supplier, the current industrywide mechanism used for remuneration from suppliers to energy brokers/consultants is an “uplift commission fee”, which is included in the supplier’s price we offer by way of an uplift within your unit cost and/or standing charge for energy. Described on the letter of authority as a pence per kWh price uplift and/or as a fixed price (£) uplift per month/quarter/annum to the standing charge, for the duration of the energy supply contract. The Customer agrees and acknowledges the Commission Payment will be due to be made to Better Connected. The timing and amount of the Commission Payment varies from Supplier to Supplier. The Commission Payment is included within the price charged as per the usage of energy in the energy supplier Contract.

By way of an example for electricity, we may secure a price for 17.00p/kwh and then add 1.00 p/kwh. This would then make the price 18.00 p/kwh. The uplift does depend on your energy usage and spend, length of contract, credit risk and other factors.

An Electricity client using 10,000 kwh would spend £1,800.00 on energy per annum based on the example above. We would therefore receive £100 commission per annum. This commission is paid for the duration of the energy supply contract and allows us to continue to offer support services to the client.

By way of an example for Gas, we may secure a price for 3.00 p/kwh and then add 0.5 p/kwh. This would then make the price 3.50 p/kwh.

Our uplifts depend on the size of contract, length of contract, consumption, and other factors such as credit risks, time invested, and services included. Our Average uplift across 2023 was (0.927 p/kwh) and will never exceed 2.00 p/kWh on gas and 2.00p/kWh on electricity. We highlight commissions and under the microbusiness review to all microbusiness clients, these will be clearly shown on all supplier paperwork. Should Ofgem issue new terms under microbusiness review our terms will change in accordance with those at that time. Should at any time the Customer wish to be provided with more information as to the Commission Payment then it should contact Better Connected.

LIMITATION OF LIABILITY

The Customer’s attention is drawn to this clause: limits to the liability of Better Connected to the Customer.

The Customer acknowledges and agrees that by entering into the Contract the Customer contracts directly with the Supplier and not Better Connected for the supply of energy. The Customer therefore further acknowledges that Better Connected incurs no liability arising from or in connection with the Customer’s obligations and liabilities arising under the energy supply Contract. The Agreement does not seek to avoid Better Connected’s liability to the Customer where such liability arises from dishonesty on the part of Better Connected or death or personal injury on the part of the Customer.

Better Connected’s total liability (including any principal, interest, costs, and charges whatsoever and howsoever arising) to the Customer shall not in any event exceed the amount of the Commission Payment received by Better Connected.

The Customer acknowledges and agrees that Better Connected’s representatives, agents and employees shall incur no liability to the Customer by virtue of the Agreement or in relation to it save where such liability is incapable of being excluded by law.

Subject to the above Better Connected incurs no liability to the Customer that arises under or in connection with this Agreement in respect of:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of or damage to goodwill; or

(vi) indirect or consequential loss.

Should the Customer assert liability on the part of Better Connected then it must notify Better Connected in writing to that effect:

within six calendar months of the first event said to give rise to such liability coming to the attention of the Customer, its agents or representatives: or

within six calendar months of the first event said to give rise to such liability which ought reasonably to have come to the attention of the Customer.

The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail and provide copies of all relevant documents and information.

In the absence of such timely notification Better Connected shall have no liability to the Customer.

Better Connected makes no express warranties and specifically disclaims any implied warranties with respect to the performance of Services to the extent permissible by law.

This clause survives termination of the Agreement.

DATA PROTECTION

Better Connected does not anticipate receiving any personal data (as defined in data protection legislation from time to time) from the Customer other than contact details of the relevant personnel who are responsible for dealing with the Agreement.

The Customer agrees that Better Connected may share such contact details with the Supplier, its agents, and representatives.

Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.

CONFIDENTIALITY

Neither party shall disclose to any third party any Confidential Information in respect of the other at any time acquired in connection with the Agreement and no reference is to be made to this Agreement by either party in any advertising publicity or promotional material without prior written consent of the other party.

NOTICES

Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Working Day delivery service at its registered office (if a company) or its principal place of business (in any other case) or electronically by email to the Customers principal email address or in receipt to Better Connected at sme-support@bc-consultants.co.uk

Any notice shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii) if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting or at the time recorded by the delivery service.

(iii) if sent electronically by email at 9:00 am on the second working day after the email is sent.

ALTERNATIVE DISPUTE RESOLUTION

The parties will each use their reasonable efforts to negotiate in good faith and settle any major or material dispute that may arise out of or relate to the Agreement. If any such dispute cannot be settled amicably through ordinary negotiations by the respective representatives the dispute shall be referred to the senior representatives nominated by the Parties who will meet (physically or virtually) in good faith in order to try and resolve the dispute.

If the dispute or difference is not resolved as a result of such meetings either party may (at such meeting or within fourteen days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator (the Adviser) before resorting to litigation with costs shared equally.

If the parties fail to reach agreement in the structured negotiations within twenty one days of the Adviser being appointed, either party may then refer any dispute to litigation.

GENERAL MATTERS

If any term or provision of the Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if the Agreement had been agreed with the invalid, illegal or unenforceable provisions eliminated.

The Agreement constitutes the entire agreement between the parties and supersedes any previous agreement or understanding. The Agreement may not be varied except in writing between the parties. Any amendments or variations to the agreement will be effective when published on the www.better-connected.biz website. Such changes shall be considered communicated to and accepted by both parties upon publication.

No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

The parties acknowledge and agree that the Agreement shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties and except as otherwise expressly provided or agreed neither party shall have the power to bind the other without the other’s prior written consent.

The Customer agrees not to assign, mortgage, charge, transfer, subcontract, delegate, declare a trust over or deal otherwise with any of its rights and obligations under this Agreement.

The Customer grants Better Connected a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials and information provided by to the Customer to a Supplier in relation to a potential Contract.

PURPOSE OF THE LICENSE

The license is specifically related to the interaction between the Customer, Better Connected, and a Supplier in the context of a potential Contract. It allows Better Connected to use, copy, and modify materials and information provided by the Customer when communicating with a Supplier regarding a potential business agreement or contract.

Better Connected will use its reasonable endeavours to deliver the Services in a timely manner but time shall not be of the essence for performance of the Services.

The Customer agrees that Better Connected does not incur any liability for delay in performing, or failure to perform, any of its obligations as per this Agreement in the event such delay or failure result from partially or entirely events, circumstances or causes beyond Better Connected’s reasonable control.

Unless it expressly states otherwise this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

This Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1

1. Initial Consultation Fee:

Description: A preliminary face to face meeting to understand the client’s energy needs and discuss potential services.
Fee: £500 – £1,000 (depending on the duration and complexity)

2. Energy Audit Fee:

Description: In-depth analysis of the client’s energy consumption, identifying inefficiencies, and proposing solutions.
Fee: £1,500 – £5,000 (depending on the size and complexity of the business)

3. Change of Tenancy Works:

Description: Completion of works to close an energy supply account held under one company name and setup in another company name.
Fee: £198 – £363 (depending on the size and complexity of the business)

4. Ad hoc Hourly Rate for consultancy service:

Description: Hourly rate charged for any services provided whereby a client has rescinded an LOA and requests assistance or data.
Fee: £363/Hour

5. Proposal and Strategy Development:

Description: Creating a customized energy management plan based on the audit findings.
Fee: £2,000 – £8,000 (depending on the scope and complexity)

6. Supplier Negotiation and Contract Management:

Description: Negotiating energy supply contracts with suppliers on behalf of the client.
Fee: Built in to unit rates at 1p/kWh or Percentage of cost savings achieved (20% of first-year savings)

7. Renewable Energy Integration:

Description: Assisting the client in incorporating renewable energy sources into their operations.
Fee: £3,000 – £10,000 (depending on project size and complexity)

8. Monitoring and Reporting Services:

Description: Implementing systems to monitor energy usage and providing regular reports on performance.
Fee: Monthly retainer, starting from £100 per month

9. Training and Implementation Assistance:

Description: Training client staff on energy-saving practices and assisting in the implementation of energy-efficient technologies.
Fee: £1,500 – £5,000 (depending on the scale of implementation)

10. Regulatory Compliance Services:

Description: Ensuring that the client complies with relevant energy regulations and standards.
Fee: £2,000 – £6,000 (annually)

11. Project Management Fee:

Description: Overseeing the implementation of energy efficiency projects.
Fee: Percentage of the project cost (8% – 12%)

12. Travel Expenses:

Description: Reimbursement for travel expenses incurred during on-site visits.
Fee: Actual expenses incurred

13. Legal Expenses:

Description: Reimbursement for legal expenses incurred during preparation of reply & defence of a letter of claim.
Fee: Actual expenses incurred

[All Figures Nett]

Should you have any questions relating to anything mentioned herein you should contact Better Connected on 0845 217 7525.