Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business
Charges: : the charges payable by the Customer for the supply of the Services (and any Supplementary Services for which any additional charges are agreed) in accordance with Clause 6.
Commencement Date: has the meaning given in Clause 2.3.
Contract: the Contract between the Customer and EnergyWise Ltd TA Utilitybox comprised within these terms and conditions for the supply of Services.
Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical measure: as defined in the Data Protection Legislation.
Customer: the person or firm who purchases Services from EnergyWise Ltd TA Utilitybox.
Customer Default: has the meaning given in Clause 5.2.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Energy Contract: the Contract entered into by the Customer with the Energy Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Quotation: means a quotation provided to the Customer by UB on behalf of an Energy Supplier which sets out the terms and prices upon which a Supplier may be prepared to supply the Energy Supplier Services to the Customer.
SCGS: means the SWIFT Contract Generation System for price comparison mechanism purposes, subject to Clause 3.4.
Service: means the Services provided by UB and detailed in Schedule 1, which the Customer chooses to subscribe from time to time.
Supplier: means the Energy Supplier.
UB: refers to EnergyWise Limited TA Utilitybox, a company registered in England and Wales under company number 13985507, whose registered address is 7 Devon Close, Perivale, Greenford, Middlesex, UB6 7DN.
UB Portal: the online interface which the Customer will use in order to subscribe to UMaaS Services.
UMaaS™: refers to Utility Management as a Service.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
2.1. The Customer must follow the on-screen prompts on the UB portal in order to receive a Quotation from different Energy Suppliers. Once the Customer has received said Quotation they will be able to contract with their chosen Energy Supplier.
2.2. The provision of a Quotation by the Energy Supplier via UB does not constitute as an offer to the Customer. The Energy Supplier shall have a separate Quotation with their own terms and conditions.
2.3. Once the Customer accepts a Quotation and a contract between the Energy Supplier and Customer is executed, the contract is binding and commenced. The customer will be unable to revoke such acceptance.
2.4. The Customer acknowledges that they are entering into an Energy Contract with the Energy Supplier for the provision of Energy Supply and not with UB.
2.5. Any samples, drawings, illustrations, or advertising issued by UB, and any illustrations or descriptions of the Services contained in UB’s catalogues or brochures are issued or published for the sole purpose of giving an appropriate idea of the Services. They shall not form part of the Contract nor have any contractual force.
2.6. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade customs, practice, or course of dealings.
2.7. The Customer hereby acknowledges that these terms do not include a cooling-off period for Business-to-Business contracts.
2.8. The Customer hereby agrees that if the Contract with the Energy Supplier.
2.9. If the Energy Contract between the Customer and Energy Supplier fails to go live and UB has performed its Services and obligations in respect of Quoting and connecting the Customer with the Energy Supplier then an administration fee of £1000 will be paid by the Customer to UB.
3.1. Once the Contract between the Energy Supplier and Customer has been executed, the Customer will be able to use the UB Services as detailed in Schedule 1.
3.2. The Services chosen by the Customer under clause 3.1 above will be provided by UB for the duration of the Energy Supplier Contract and commenced on the date of its execution.
3.3. UB reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirements, or as circumstances require, and UB shall notify the Customer in any such event.
3.4. UB warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5. UB is not a price comparison service. Although we work with a wide range of Suppliers, our access to Suppliers and deals is limited. There is no guarantee that we will have access to the objectively cheapest deal on the market.
3.6. UB considers a number of factors when assessing different Suppliers and Contracts, where our service will offer the best suited needs for our Customer. These include: the length of the Contract available, the price guarantee available, quality of service from each Supplier. These are aimed to be tailor the Customer’s needs.
3.7. The Customer acknowledges and understands that they will be required to contract directly with the Energy Supplier through the DocuSign being generated from the UB portal.
4.1. UB is an Independent Utility Management Service Provider, where nothing in these Conditions is intended to, or shall be deemed to, establish any partnership between the parties, or constitute any party the agent of another party.
6.1. UB is remunerated directly by the Energy Supplier and the commission received is incorporated within the cost of the Energy Contract supplied by the Energy Supplier. This fee is by way of an uplift that is applied within the Customer’s energy cost per unit usage. Such fee comprises the consideration received from the Customer for the supply of Services by UB in this Contract.
6.2. When the relevant Energy Contract has been selected, the Customer will supply Direct Debit details through the UB portal to secure the Contract and facilitate the regular payments. Therefore, such funds will be paid to the Supplier and not to UB.
6.3. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax is required by law).
7.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by UB.
7.2. The Customer shall not sub-licence, assign or otherwise transfer the rights granted in clause 7.
7.3. The Customer grants UB a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
8.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
8.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and UB is the processor.
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
9.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.2. UB’s total liability to the Customer shall not exceed the amounts paid by the Customer to UB during the course of this Contract. UB’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
9.3. Subject to Clause 9.1, UB shall not be liable to the Customer, whether in contract, tort, negligence, breach of statutory duty, or otherwise, arising under or in connection with this Contract for:
9.4. The Customer acknowledges that by entering into an Energy Contract with a Energy Supplier, the Customer will be contacting directly with the Energy Supplier and not with UB. The Customer agrees that UB is not liable in any way in relation to any transactions, dealings, or arrangements of any kind made between the Customer and any Supplier and that any such transaction, dealing or arrangements (including without limitation, any payment obligations of the Customer thereunder) are the Customer’s sole risk and responsibility.
10.1. If the Energy Contract between the Customer and Energy Supplier terminates then the Services supplied by UB will automatically terminate until a new Energy Contract has been agreed with the same or different Energy Supplier.
10.2. Without prejudice to the foregoing, and other rights and remedies that UB may have, UB shall be entitled to terminate or suspend the Services immediately upon written notice to the Customer in the event that:
11.1. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues [Number] [weeks or months], the party not affected may terminate the Contract by giving [Number] [days’] written notice to the affected party.
12.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.1. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions.
13.2. Any notice given under the provision for these terms and conditions must be in writing to the addresses supplied by the respective parties, either by First Class post, by hand or by email.
Energy Account Management: We supply information and comment in respective of your energy accounts, freeing up your time for core business activities.
Invoice Validation: we use our best endeavours to provide meticulous checks to enable precision in energy billing, safeguarding your finances by preventing errors and disputes in so far as is possible.
Energy usage audit: We provide insights into your energy consumption patterns, helping you identify opportunities to enhance efficiency so far as is possible.
Contract Management: Our industry expertise is leveraged to secure competitive pricing and favourable contract terms on your behalf so far as is possible.
Supplier Relationship Management: we maintain strong relationships with energy suppliers, ensuring you have access to the best deals and services, in accordance with Clause 3.5