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 2.2.
Contract: the Contract between the Customer and EnergyWise Ltd TA Utilitybox for the supply of Services and any agreed Supplementary Services, incorporating the Letter of Authority and these Conditions.
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 and any agreed Supplementary 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.
Letter of Authority: means a letter than the Customer will sign digitally authorising UB to act on its behalf and to contact and liaise with Suppliers, as may be required in the course of UB providing the Services.
Quotation: means a quotation provided to the Customer by UB on behalf of a Supplier which sets out the terms and prices upon which a Supplier may be prepared to supply the Supplier Services to the Customer.
Service: means the Services provided by UB and detailed in Schedule 2-7, which the Customer chooses to subscribe from time to time.
Supplier: means any third-party energy/utility Supplier of Services and/or products as may be selected by UB.
Online Order: the Customer subscribing to a Service on the UB portal.
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 as 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 to place their order. The Customer may only submit an order using the method set out on the UB portal. Each order is an offer by the Customer to subscribe to the Services specified in Schedule 2-7.
2.2 The Order shall only be deemed accepted, once UB sends the Customer the confirmation/welcome email, at which point and on which date (Commencement Date) the Contract between the Customer and UB will come into existence. The Contract between UB and the Customer will only relate to those Services subscribed to by the Customer on their Online Order.
2.3 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 and any agreed Supplementary Services described in them. They shall not form part of the Contract nor have any contractual force.
2.4 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.
2.5 The Customer hereby acknowledges that these terms do not include a cooling- off period for Business-to-Business contracts.
3.1 UB shall use all reasonable endeavours to meet any performance dates for the Service specified by us, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. UB shall not be held liable in any respect for the failure to meet any estimated time for performance.
3.2 UB reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirements, or if the amendment will not materially affect the nature or quality of the Services, and UB shall notify the Customer in any such event.
3.3 UB warrants to the Customer that the Services will be provided using reasonable care and skill.
3.4 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.
3.5 UB considers a number of factors when assessing different Suppliers and Contract, 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.
3.6 UB offers Utility Management as a Service, where each Service offer details are included in Schedule 2-6 in this Agreement. The Customer indicates for which of these options he wishes to contract by completing the Online Order instructions on the UB portal.
3.7 UB offers a bespoke Service, where the Service offer details are contained in Schedule 7 in this Agreement. The Customer indicates for which of these options he wishes to contract by completing the Online Order instructions on the UB portal.
3.8 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.
3.9 If the Customer opts for and UB agrees to provide their Utility Management as a Service, then UB will use all reasonable endeavours to secure a new Supply Contract at the best available rates for which the Customer is then eligible from Suppliers featured in the UB Supplier Panel. However, UB will not be responsible for any Supply transfer rejections. The Customer must ensure that their account is paid up to date prior to their scheduled Supply switch and termination notice (from the existing Supplier) has been served.
3.10 UB may check the Customers credit score before the start of a pricing period and at other times during Contract.
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.
a) ensure that the terms of the Online Order are detailed in the Confirmation email are accurate and a complete description of the Services to be provided.
b) co-operate with UB in all matters relating to the subscribed Services and any agreed Supplementary Services.
c) provide UB with such information and materials as UB may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material aspects. This includes providing monthly meter reads and the Customer must respond to any objections/rejections in terms of Energy Contracts within Supplier/UB stipulated timeframes.
d) to immediately inform UB of any change in the Customer’s circumstances, or businesses(es); which may affect the provision of services, or the fulfilment of any Energy Supply Contract.
e) to comply at all times with these Conditions, as well as any applicable Terms and Conditions of any relevant Supplier, relating to any Energy Supply Contract.
a) without limiting or affecting any other right or remedy available to it, UB shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to retrieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays UB’s performance of any of its obligations;
b) UB shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from UB’s, or the Supplier’s performance of any of these obligations as set out in clause 5.2.
c) the Customer shall reimburse UB on written demand for any costs or losses sustained or incurred by UB arising directly or indirectly from the Customer Default.
d) the Customer acknowledges that by entering into an Energy Supply Contract with a Supplier, the Customer is contacting directly with the Supplier in this respect, and not with UB. As such, the Customer agrees that UB is not liable in relation to any transactions, dealings, or arrangement made between the Customer and the relevant Supplier, and that any such transaction, dealings, or arrangements (including any payment obligations) are the Customer’s sole responsibility.
6.1 The Customer agrees to pay the fee for UMaaS, attached in Schedule 2-7. The confirmation email will specify which of the scheduled Services has been chosen by the Customer.
6.2 Any fee payable under these terms and conditions will only become payable once the confirmation email has been sent by UB as stated in Clause 2.2. The regular payments for the Services will be made automatically in accordance with clause 6.4 below. It is the responsibility of the Customer that the payments continue throughout the course of the Contract.
6.3 The price for the UMaaS services described in Schedule 2-7 will be listed on the UB portal.
6.4 All payments made to UB for the subscribed Services provided shall be paid by using the integrated Stripe Platform through Debit/Credit card online. Immediately on the first payment being deducted a confirmation/welcome email incorporating the invoice will be generated by UB.
PLEASE NOTE: when the relevant Energy Supply Contract has been selected, the Customer will supply Debit/credit card 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.
6.5 In the event of any fees due to UB not being paid by the Customer on the due date, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Interest will be charged upon outstanding payments and only paid to whom it is due.
6.6 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).
6.7 The Customer agrees that by subscribing to the DONE 4 Bespoke Service, attached in Schedule 7, UB will receive commission from the Supplier. There are no extra payments that the Customer has to pay directly to UB. This commission is included in the rates UB arranges for the Customer and is based on the estimated consumption for the term of the Supply Contract and the commission Agreement UB has with the Supplier.
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.
9.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
a) Death or personal injury by negligence;
b) Fraud or fraudulent misrepresentation
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 Agreement. 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:
a) Loss of profits;
b) Loss of sales or business;
c) Loss of Agreements or contracts;
d) Loss of anticipated savings;
e) Loss of use or occupation of software, data or information;
f) Loss of/damage to goodwill;
g) Indirect or consequential loss
9.4 The Customer acknowledges that by entering into a Contract with a Supplier, the Customer will be contacting directly with the 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 The Confirmation email from UB will confirm the relevant monthly or annual payment due and the initial term of the subscribed to Service with UB which will not terminate prior to the termination day of the initial Energy Contract. Where an Energy Contract has not been agreed, the Customer will still subscribe for a minimum term of one year. Once the Energy Contract has been agreed then the subscription term with UB will match the term of the newly agreed Energy Contract.
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 and any agreed Supplementary Services immediately upon written notice to the Customer in the event that:
a) Customer is in breach of any provisions of these Terms
b) UB suspects on reasonable grounds that the Customer may have committed or attempted to have committed any fraud against UB and/or any relevant Supplier.
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 address given in the Order Confirmation Letter and Written Confirmation Letter, either by First Class post, by hand or by email.
Step 1
Customer will subscribe for UB services by paying online using the integrated Stripe platform via Credit/Debit card.
Step 2
Once the payment has been successful the Customer will receive an invoice and a confirmation email detailing the Services the Customer has subscribed for.
Step 3
Customer will then be led to choose the Best Energy deal at zero percent (0%) commission from the UB portal.
Step 4
Once the Customer has chosen an Energy (Electricity/Gas) plan to Contract with an Energy Supplier, a DocuSign will be generated by UB and sent to the Customer against the Letter of Authority and/or Energy Contract to be signed digitally by the Customer.
Step 5
Once UB receives the completed DocuSign then it shall be sent to the chosen Supplier for acceptance. Upon confirming the procurement from the Customer, the Customer shall start paying the amount due to the Energy Supplier directly (gas/electricity).
Step 6
The Customer will receive the management services enlisted in Schedule 2-6 for the tenure of subscription. This being equal to the tenure of the Energy Contract.
Step 1
UB manages the Customer account.
Step 2
UB provides quotation with embedded commission.
Step 3
Customer approves (Contract signed through DOCUSIGN). Letter of Authority shall be required if UB needs to tender for the best possible quotation from the supplier.
Step 4
Customer pays directly to the Supplier via Direct Debit.
| Service | Recommended For | Service Offer |
|---|---|---|
| New Startup |
Annual consumption up to 50,000 kWh Save up to 25% on energy renewals Electricity meter 03-04 and all gas consumers Companies with a good credit score Companies trading over 1 year Excluding hospitality sector Within the Supplier’s meter threshold |
Instant quotation No hidden commission Auto Supplier Switching Bill Audit & Analysis 30 Tariffs from handpicked 5 Suppliers Payment by Direct Debit |
| Service | Recommended For | Service Offer |
|---|---|---|
| Business Essentials |
Annual consumption up to 99,999 kWh Save up to 25% on energy renewals Electricity meter 03-04 and all gas consumers Companies with a good credit score Companies trading over 1 year Excluding hospitality sector Within the Supplier’s meter threshold |
Instant quotation & contracts Professional Support No hidden commission Auto Supplier Switching Bill Audit & Analysis Meter Validation 30 Tariffs from handpicked 5 Suppliers Payment by Direct Debit |
| Service | Recommended For | Service Offer |
|---|---|---|
| Professional |
Annual consumption up to 199,999 kWh Save up to 25% on energy renewals NHH, HH SMART or NONSMART Meters and all gas consumers Adverse Credit Meters not meeting suppliers’ usage threshold Hospitality & New Businesses |
Professional Support No hidden commission Auto Supplier Switching Bill Audit & Analysis Meter Validation Tender Quotations Supplier Procurement & Risk Management Access to all Suppliers 7 Tariffs Payment by Direct Debit |
| Service | Recommended For | Service Offer |
|---|---|---|
| Enterprise |
Annual consumption from 200,000 kWh Ad-hoc Requirements (per project basis) NHH, HH SMART or NONSMART Meters and all gas consumers Adverse Credit Meters not meeting suppliers’ usage threshold Hospitality & New Businesses |
Change of Tenancies Bill Validation Meter Validation Overcharged utility cost recovery |
| Service | Recommended For | Service Offer |
|---|---|---|
| Enterprise+ |
NHH, HH SMART or NONSMART Meters and all gas consumers Hospitality & New Businesses |
Full contract & renewal management services Professional Support |
| Service | Recommended For | Service Offer |
|---|---|---|
| DONE4U |
Ad-hoc Requirements (per project basis) NHH, HH SMART or NONSMART Meters and all gas consumers Hospitality & New Businesses |
Upgrade of Supplies / Meters Full contract & renewal management services & tendering Commission based service |