In these terms and conditions when the following words are shown in bold they have the meanings shown below:
3.1 We will provide you with a written quotation for providing the services to you. The prices set out in that quotation will be the price for us providing the services under this contract. Unless we tell you otherwise, the price will be exclusive of any costs of packaging and carriage. The price will also exclude any VAT and any other applicable sales tax or duty. Unless we agree something else with you, we may invoice you for the services on a quarterly basis in accordance with the prices set out in the quotation and our invoices will be payable within 30 days of the date on them.
3.2 The price for the services does not include charges in respect of any variation or additions to the services which we find to be necessary whilst we are performing the services and which could not reasonably have been identified as at the date of this contract. In such a situation, we will explain to you the reasons for the variation or additions to the services and let you know in advance what any associated additional costs will be. The price for the services does not include charges in respect of the implementation of any energy efficiency or other measures that you may choose to pursue on receipt of our advice or recommendations.
3.3 If we ask you to pay a deposit, you should pay it immediately. We shall not carry out any work until cleared funds have been received for the full amount of the deposit. All deposits are non-refundable.
3.4 You agree to make payments in full without making any deduction or applying any right of set-off, restriction or condition.
3.5 If any sum payable under a contract is not paid when due then we may, among other things we can do under this contract, charge you interest at 4% above the base rate of HSBC Bank plc from the day after the sum was due until payment is made in full and we will be entitled to suspend performance of the services until the outstanding amount has been received.
3.6 Instead of charging you interest (see Condition 3.5 above), we may choose to claim interest and fixed-sum charges (which vary depending on how much you owe us) under the Late Payment of Commercial Debts (Interest) Act 1998, as amended (currently this interest rate is 8% above the Bank of England base rate).
4.1 To enable us to provide the services you agree to:
a. co-operate with us, including (without limitation) providing our agents, employees and subcontractors with safe and timely access to premises and equipment, providing adequate working space, facilities and any other services, personnel, information or materials that we may reasonably require;
b. ensure that all third parties engaged by you co-operate with us;
c. provide us with any information we may reasonably require; and
d. comply with such other requirements as we may agree between us.
4.2 In the event that your actions or omissions or the actions or omissions of any third party (who is not our agent, employee or subcontractor) prevent or delay us from undertaking or complying with any of our obligations under a contract, then we will tell you as soon as possible and:
a. if applicable, the timetable for the performance of the services will be modified accordingly; and
b. we will tell you if those actions or omissions will cause us to incur any additional costs and we will not be obliged to continue to delivery of the services unless you agree to pay such amounts.
5.1 We will use reasonable endeavours to deliver services on a reasonably timely basis but any timetable specified for delivery of the services is an estimate only. Time for delivery shall not be of the essence of a contract and we shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of any of the services.
5.2 We will perform the services using reasonable skill and care and to a quality conforming to generally accepted industry standards and practices. Nonetheless, you acknowledge that in providing any advice or recommendations to you as part of the services we will be relying on:
a. information provided by you;
b. data provided to us by a third party as having been received by them from your smart meter;
c. comparative data relating to energy consumption in your location and/or in your industry sector; and
d. other data which we hold internally or which is held by third parties which may itself be reliant on the accuracy of data from other sources.
We will not be able to confirm or verify the accuracy of the data or information that we rely on. As such, we cannot guarantee that any advice or recommendations that we provide will be appropriate for you or your business. You should carefully consider whether our advice or recommendations would be appropriate for your particular business. If you act on or implement our advice or recommendations, you acknowledge that you do so at your own cost and at your own risk. If you are in any way unsure about the potential direct and indirect consequences of implementing or acting on our advice or recommendations, you should consult with an independent technical expert.
5.3 If we need to attend your premises to carry out any part of the services, we will tell you in advance that we will be visiting, discuss and agree a mutually convenient date with you and when we are at your premises we will take all reasonable care to avoid causing unnecessary damage to your premises.
6.1 If we do not perform the services to the standards required by Condition 5, you may require us to re-perform those services. If, following such re-performance, we have not met the standards required, your remedies will be limited to damages for breach of contract. Except as set out in Condition 6.2, our total liability to you for loss or damage in connection with a contract is limited to the price paid by you under that contract.
6.2 We do not exclude our liability to you:
a. for breach of our obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982;
b. for personal injury or death resulting from our negligence;
c. for any matter which it would be illegal for us to exclude (or to attempt to exclude) our liability; or
d. for fraud.
6.3 In no event shall we be liable to you for any loss of business, loss of opportunity, loss or depletion of goodwill or loss of profits or for any indirect, consequential or pure economic loss or damage whatsoever.
6.4 Except as set out in Condition 6.2, we exclude to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in a contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might exist in your favour.
6.5 You acknowledge that the above provisions of this Condition 6 are reasonable and reflected in the price which would be higher without those provisions, and you will accept such risk and/or insure accordingly.
7.1 Either of us may terminate this contract immediately by notice in writing to the other if:
a. the other commits a material breach of this contract and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice to do so;
b. the other commits a material breach of this contract which cannot be remedied under any circumstances;
c. the other passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
d. the other ceases to carry on its business or substantially the whole of its business; or
e. the other is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
or it is reasonably anticipated that one of the above set of circumstances is about to occur.
7.2 We may also terminate this contract immediately by if you do not pay for any gas or electricity that we supply to you by the due date for payment and you do not bring your account(s) with us up to date within 14 calendar days of us asking you to do so. If we terminate this contract in such circumstances, we will write to you to confirm this.
7.3 Where this contract relates to a trial or pilot scheme, we will tell you at the start of the contract. We may terminate this contract at the end of the trial or pilot period by writing to you to tell you that the contract has been terminated.
7.4 The termination of a contract howsoever arising is without prejudice to the rights, duties and liability of either of us accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.
8.1 This condition applies to individuals, sole traders and partnerships and to the directors of corporate organisations as well as limited companies and other corporate organisations. We will check your details with one or more credit-reference and fraud-prevention agencies to help us make decisions about your ability to make payments and the goods and services we can offer you. If you would like more information about this, go to:
www.britishgas.co.uk/business/ or phone us on 0800 975 0634 and we will send you a leaflet.
a. We will ask credit-reference and fraud-prevention agencies for information about you and all the people you are applying with if you are providing information about others on a joint application, you must make sure they agree that we can use their information to do this. If you provide false or incorrect information and we suspect fraud, we will pass your details to credit-reference and fraud-prevention agencies. Law-enforcement agencies (for example, the police and HM Revenue & Customs) may use this information.
b. We will use the information credit-reference and fraud prevention agencies give us to:
c. When we ask credit-reference agencies to carry out a search, they will record this on your credit file and will also record whether your application is successful or not.
d. We and other organisations may also use information to prevent fraud and money laundering, for example when:
Organisations from other countries may use the information recorded by fraud-prevention agencies.
e. If you want to see what information credit-reference agencies hold about you, you can contact the following credit-reference agencies currently providing services in the UK. The information they hold may not be the same, so it is worth contacting them all. They will charge you a small fee.
Call Credit Consumer Services Team PO Box 491 Leeds LS3 1WZ Phone: 0870 0601414
Equifax plc Credit File Advice Centre PO Box 3001 Bradford BD1 5US Phone: 0845 603 6772Website: www.myequifax.co.uk
Dunn and Bradstreet UK Marlow International Parkway Marlow SL7 1AJ Phone: 0870 243 2344Website: www.dnb.co.uk
8.2 If you give us information on behalf of someone else, you confirm you have given them the information set out in this contract, and that they have given permission for us to use their personal information in the way we have described in Condition 8.1. If you give us sensitive information about yourself or other people (such as health details or details of any criminal convictions of members of your household), you agree (and confirm that the person the information is about has agreed) that we can use this information in the way set out in this contract.
8.3 We may use your information to help train our staff. We may also monitor and record any communication we have with you (including phone conversations and e-mails) to make sure we are providing a good service and to make sure we are meeting our legal and regulatory duties. We may also pass your information to those third parties who we recommended to you for the purposes of providing the goods or services that we have suggested during our performance of the services.
9.1 The parties agree that all intellectual property rights created by us or on behalf of us in the course of providing the services will belong to us. You shall do all that is reasonably necessary to vest any such intellectual property rights in us.
9.2 You shall not by virtue of a contract acquire any interest in any intellectual property rights belonging to us.
9.3 You agree that we can use all data gathered or extrapolated as a result of projects carried out under this contract for any legitimate purpose, including (without limitation) for use by us in case studies, on our websites, in other marketing materials, research & development or product development although in so doing we will not use that data in a way that could be directly attributed to you without your prior written approval.
9.4 You agree that we may use your name and logo in promotional materials, including (without limitation) press releases, presentations and customer references in connection with projects carried out under this contract. These permissions are free of charge for worldwide use in any medium. We will obtain your prior approval for publicity that contains claims, quotes, endorsements or attributions by you, such approval not to be unreasonably withheld.
10.1 Subject to the provisions of Condition 10.2, each party undertakes:
a. to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of a contract (“the Information”);
b. not, without the other party’s written consent, to disclose the Information in whole or in part to any other person, save to those of its employees, agents and sub-contractors involved in the provision or receipt of the services and have a need to know the same and, in the case of British Gas, to those third parties who we recommended to you for the purposes of providing the goods or services that we have suggested during our performance of the services; and
c. use the Information solely in connection with the provision or receipt of the services.
10.2 The provisions of Condition 11.1 shall not apply to the whole or any part of the Information to the extent that it is:
a. already in the recipient party’s possession on the date of its disclosure without breach of any obligation of confidentiality; or
b. in the public domain other than as a result of a breach of this Condition.
10.3 Each party undertakes to make all its relevant employees, agents and sub-contractors aware of the confidentiality of the Information and the provisions of this Condition 11, and, without limitation to the foregoing, to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this Condition 11.
11.1 Our rights or remedies under a contract are without prejudice to any other rights or remedies we have whether under a contract or not.
11.2 If there is any change to any law or regulation, decision or advice by a regulatory authority which applies to a contract which makes any part of it illegal, unenforceable we may change the terms of such contract.
11.3 If a court thinks a part of this contract is not valid, the rest of the contract will not be affected.
11.4 If, at any time, we do not enforce any part of this contract, this will not stop us from doing so in the future.
11.5 Save as set out in a contract, these terms and conditions may only be varied or amended in writing and signed by an authorised person on behalf of each party.
11.6 We may assign, delegate, license, hold on trust or sub-contract all or any part of our rights or obligations under a contract.
11.7 You may not transfer any of your rights or responsibilities under a contract to another person without getting our written permission first.
11.8 The contract contains all the terms which we have agreed in relation to the provision of the services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such services. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in a contract. Nothing in this Condition 11.8 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
11.9 We will not be liable to you for any failure or delay or for the consequences of any failure or delay in performance of a contract, if it is due to any event beyond our reasonable control including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and we will be entitled to a reasonable extension of time for performing such obligations.
11.10 The parties to a contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
11.11 Any notice we give you or you give us must be in writing, on headed paper and delivered by hand by first-class post, courier, by fax or by e-mail.
a. You and we will consider notices delivered by hand to have been received when they are delivered.
b. If you and we send letters by first-class post, you and we assume the letters have arrived within two days of posting them.
c. You and we will consider notices by e-mail or fax to have been received on the day they were sent. Even if your name is not correct on the notice we send, we will still assume you have received it, unless you have told us about our error in the past and we have still not updated our records in a reasonable time.
11.12 You should send them to Business Energy Insight, British Gas, Winnall Down, Alresford Road, Winchester, SO21 1FP.
11.13 The laws of England and Wales apply to this contract and the relationships created under it, and the courts of England and Wales have exclusive jurisdiction.
11.14 Where we use "include", "including" "in particular" or any similar expression in this contract, it is for illustration only and will not limit the sense of the rest of the sentence or paragraph.