Renewable Energy Solutions Terms of Business

These Terms of Business (the “Agreement”) are entered into between BSG Utilities Limited (Company No. 13787104), whose registered office is at Royal Quays Business Centre, Newcastle Upon Tyne, NE29 6DE, trading as Renewable Energy Solutions (the “Company”), and the party engaging the Company’s services (the “Service User”). This Agreement governs the Service User’s use of the services set out in Schedule 1.

1. Definitions and Interpretations

1.1. In these Terms of Business:

a) “Party/Parties” means the Company and the Service User referenced together or individually.

b) “Fees” are charges listed under clause 9, payable by the Service User to the Company.

c) “Business Day” means a day other than Saturday, Sunday or a public holiday in England.

d) “Services/Standard Services” means the services listed under Schedule 1, including Supply Contract Offer Procurement and Inception.

e) “Supplementary Services” means additional services outside the Standard Services, as detailed in Schedule 2.

f) “Change of Tenancy” means when the Service User ceases to be responsible for the premises to which a Utility Contract relates, and a different party takes over responsibility of the supply.

2               Term

2.1. This Agreement shall commence on the earlier of:

a) the date the Service User signs the Company’s Letter of Engagement or Letter of Authority, or

b) 14 days after these Terms are provided to the Service User (the “Commencement Date”), and shall continue unless terminated earlier, in accordance with this Agreement.

3               Service User obligations

3.1. The Service User agrees to purchase, and the Company agrees to provide, the Services as set out in this Agreement.

3.2. The Service User shall:

a) Perform its obligations in accordance with this agreement

b) Comply with the company’s policies

c) Cooperate with the company in all matters relating to the Standard Services

d) Obtain and maintain all necessary licences, permits, and consents required for the Services.

e) Inform the Company in a timely manner of any matters that may affect the provision of the Services. f) Keep all quotes, proposals, and pricing provided by the Company strictly confidential and not disclose them to any third-party without prior written consent.

g) Treat all members of the Company with respect and in accordance with the Company’s “Treatment of Our Team” policy.

h) Provide all information reasonably required by the Company to perform the Services, including but not limited to account, meter, or usage data.

3.3. The Service User shall pay an event fee of £1500, or the Default Fee (clause 9.4), whichever is greater, if the course of its actions leads to loss of expected, evidencable income by the Company. Breach Events include (but are not limited to):

a) Unauthorised Change of Tenancy at supply address,

b) Duplicate contracts,

c) Provision of incorrect information.

3.4. In the case of Change of Tenancy at a supply address:

a) all relevant documents must be provided to the Company, and

b) such documents must be approved by the Company.

3.5. Failure to comply with these Terms constitutes a Breach Event.

4               Authority

4.1. The Service User authorises the Company to access all information reasonably required by the Company to perform the relevant Services, including but not limited to account, meter, usage data and any relevant data stored in the EES and GES.

4.2. The Company shall only communicate with and accept instructions from individuals recorded and validated on its CRM system as the Service User’s duly authorised representative. For sole traders, this shall be the primary account holder, unless otherwise confirmed in writing.

5               Exclusivity

5.1. The Company shall be the exclusive provider of the Standard Services to the Service User for the relevant MPAN/MPRN during the Term.

5.2. This Agreement does not restrict the Company from providing the same or similar services to other Service Users.

6               Obligations of the Company

6.1. Time of performance shall not be of the essence. The Company will use reasonable endeavours to provide Services by agreed dates.

6.2. The Company shall not be liable for delays or failures caused by:

a) Insufficient instructions from the Service User,

b) failure to provide required documentation,

c) Force majeure,

d) Events beyond the Company’s control,

e) Actions, negligence, or failures of Utility Providers.

6.3. The Company is not obliged to compare all Utility Providers and may present only those quotes it considers relevant, appropriate and viable.

6.4. The Service User acknowledges that the Company is bound by Supplier Service Level Agreements (SLA), and that its obligations under this Agreement shall be limited to the extent the Supplier meets its commitments.

7               Warranty

7.1. The Service User warrants that:

a) It has full authority to enter into this Agreement, and

b) All documents and information provided are legitimate and do not infringe third-party rights.

8               Payment

8.1. Payment for Standard Services is independent of any third-party supply contract.

8.2. The Company may issue invoices at any time, and the Service User may request individual invoices during the Term.

8.3. All invoices must be paid:

a) In full, within 7 days of the invoice date, and,

b) To the Company’s nominated bank account.

8.4. Time of payment is of the essence. Late payments may:

a) incur statutory interest and late payment fees under the Late Payment of Commercial Debts (Interest) Act 1998,

b) accrue interest daily until payment is made in full.

9               Fees

9.1. Fees are:

a) the Commission included in any offer (Standard Services) outlined in Clause 10,

b) charges stated in proposals (Supplementary Services).

9.2. All fees are exclusive of VAT, under the Value Added Tax Act 1994.

9.3. The Service User acknowledges and agrees that all standard charges, taxes, levies, duties, or statutory fees applied by Utility Providers, including but not limited to VAT and Climate Change Levies (CCL), are the responsibility of the Service User.

9.4. The Default Fee is calculated in accordance with clause 9.5.

9.5. Default Fee calculation is based on:

a) the number of days of the (proposed) contract, multiplied by actual/estimated daily consumption, multiplied by the per-unit commission, and/or

b) the number of days of the (proposed) contract, multiplied by the daily standing charge commission.

10               Commission

10.1. The Service User acknowledges the Company’s entitlement to Commission.

10.2. If an offer is accepted but the Supply Contract is not signed, this is a Breach Event and the Default Fee applies, in accordance with clause 9. Such fees are invoiced and payable within 14 days.

10.3. Commission is received from the Utility Provider by the Company from the agreed start date of the registered Supply Contract (“Go Live”).

10.4. Commission is included in the Supply Contract price prior to execution.

10.5. If the Supply Contract does not go live, this is considered a Breach Event, and the Default Fee applies.

10.6. Supplementary Services are not included within Standard Service offers.

10.7. The maximum Commission chargeable is:

a) £0.03 per kWh; and/or

b) £1 per day of the contract term

10.8. Commissions are exclusive of VAT.

10.9. Fees for services by the Company and any associated parties may be charged directly or via an uplift of the unit rate, which is collected through supply invoices.

11             Acceptance

11.1. The Service User becomes liable for the applicable Fees, upon verbal or written acceptance of an offer.

11.2. The Company does not guarantee acceptance by the Utility Provider. The Company’s liability shall be limited in accordance with clause 12.

12             Limitation of liability

12.1. The Company is not liable for losses incurred by the Service User in relation to this Agreement.

12.2. Nothing in this Agreement shall exclude liability for:

a) death or personal injury caused by negligence,

b) fraud, misrepresentation or wilful misconduct

c) any liability which cannot be excluded by law.

12.3. The Company’s aggregate liability shall not exceed the Fees paid by the Service User.

13             Termination

13.1. The Company may terminate this Agreement at any time with 30 days written notice.

13.2. Either Party may terminate immediately if the other:

a) Commits an irremediable material breach,

b) Fails to remedy the breach within 28 calendar days,

c) loses or has revoked any required consents/licenses.

13.3. The Company may terminate immediately if a payment is overdue by 7 Business Days after notice.

13.4. Either Party may terminate immediately upon insolvency-related events.

13.5. If the Company terminates due to a material breach in this Agreement by the Service User, the Company shall be entitled to recover within 7 days of the invoice being raised:

a) any unpaid fees or charges accrued up to the date of termination.

b) any costs reasonably incurred by the Company as a result of the early termination, including administrative, operational or third-party supplier cancellation fees.

c) a reasonable estimate, of loss of anticipated profits or revenue that the Company would have earned for the remainder of the minimum contract term, had the Agreement not been terminated early.

d) a reasonable estimate of loss of anticipated profit or revenue, that the Company would have earned during the remaining term of the Agreement, including any exclusive supply period, where such losses arise directly from the Service User’s breach.

13.6. The Company shall take reasonable steps to mitigate its losses and shall provide a breakdown of such charges upon request.

14             Confidential information

14.1. Each Party must keep any confidential information, including business, client, supplier or strategic information (including Affiliates) in relation to this Agreement, strictly confidential.

14.2 The Service user shall keep all quotes, proposals, and pricing provided by the Company strictly confidential and not disclose them to any third-party without prior written consent.

14.3. Breach of confidentiality may cause irreparable harm and may entitle the Company to injunctive relief other equitable relief without proof of special damages.

15             Entire agreement

15.1. This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements made between them, whether in writing or oral in respect of its subject matter.

16             Notices

16.1. Notices must be:

a) in writing and in English, b) signed by or on behalf of the organisation by a duly authorised representative of a sole trader or other trading body,

c) delivered by hand, post, or email.

16.2. Notices are deemed received:

a) upon delivery with signature (for hand delivery).

b) when sent from the registered email address via email.

16.3. The Service User acknowledges that all calls are recorded by the Company for training, monitoring and verification purposes.

17             Force majeure

18.1. A Party is excused from obligations if delayed/prevented by events beyond its reasonable control (excluding inability to pay).

18.2. The affected Party must:

a) Promptly notify the other and,

b) Use reasonable endeavours to minimise impact.

18             Further assurance

18.1. Each party shall, at the request of the other party, and at the cost of the requesting party, perform all acts and execute all documents which are necessary to give full effect to this Agreement.

19             Variation

This Agreement may be varied from time to time by the Company by informing the Service User in writing of any variation 30 days before the variation takes effect. Any variation will be deemed to have been accepted, variations will not and cannot be applied retrospectively.

20             Assignment and sub-contracting

20.1. The Company may assign, transfer, or subcontract rights under this Agreement with notice.

20.2. The Service User may not assign or transfer rights in relation to this Agreement without prior written consent by the Company.

20.3. The Service User acknowledges and agrees that the Company may immediately assign or transfer any outstanding debts, as per the Law of Property Act 1925, s136, that is owed User under this Agreement, to a third-party assignee, including but not limited to debt collection agencies or purchasers of debt, without requiring further consent.

20.4. In the event of such assignment, the Company will provide prior notice to the Service User in writing.

21             Set off

The Service User shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

22             No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

23 Non-Circumvention

23.1. The Service User agrees not to engage directly or indirectly with any Utility Provider or Supplier introduced by the Company in a manner that circumvents the Company’s role as intermediary.

23.2. This clause shall survive termination of this Agreement for a period of 12 months.

23             Severance

26.1. If any provision is invalid or unenforceable, the rest of the Agreement remains effective.

26.2. Invalid provisions shall apply with necessary modifications to ensure validity.

24 Dispute Resolution

24.1. In the event of any dispute or disagreement arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter informally and in good faith.

24.2. Any dispute arising out of or in connection with this Agreement shall be handled in accordance with our Dispute Resolution Policy.

24.3. Both Parties agree to follow this procedure prior to instituting any legal proceedings in the courts of England and Wales.

25             Compliance with law

27.1. Each Party shall comply with (at its own expense unless expressly stated otherwise) all applicable laws and regulations in performing this Agreement.

25             Third party rights

25.1. No third party may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999, except Affiliates of the Company.

26 Data Protection

26.1. Both parties shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data shared or processed under this Agreement.

26.2. Where the Company processes data on behalf of the Service User, it shall do so only as a data processor acting on documented instructions.

28             Governing law and Jurisdiction

28.1. This Agreement shall be governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes in relation to this Agreement.

Schedule 1 – Standard Services

Standard Services are:

Supply Contract Offer(s) Procurement – the act of obtaining offers from Utility Provider’s & presenting offers to the Service User for acceptance in accordance with Clause 10 of the Agreement.

Supply Contract Inception – the preparation, presentation, and submission of supply contract(s) between the Utility Provider of electricity/gas/water as the case may be herein defined as the “Utility Provider” and the Service User.

Schedule 2 -Supplementary Services

Services relating to commercial Electricity, Gas and Water Supply (excluding supply).

These Supplementary Services are provided on an hourly rate basis at the Prevailing Hourly Rate as defined in the BSG Utilities Hourly Rate Card, unless agreed otherwise in writing by a Director or Manager of the Company.

The BSG Utilities Hourly Rate Card can be found here.