Terms & Conditions

Straight-Up Business Solutions (UK) Limited - Terms and Conditions for the Supply of Services

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Commencement Date: has the meaning given in clause 2.2.

Commission: has the meaning given in clause 5.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.

Contract: this Contract between Straight-Up Business Solutions (UK) Limited (SUS) and the Customer for the supply of Services incorporating the Letter of Authority and these Conditions.

Customer: the individual or company who receives Services from SUS.

Customer Default: has the meaning set out in clause 4.2.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Supplier: the supplier of the products the Customer chooses to enter into a Supply Contract with.

Supply Contract: the contract entered into by the Customer (or by SUS on the Customer’s behalf) with the Supplier as part of the Services.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off [or unfair competition], rights in designs, rights in computer software database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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: the letter of authority provided by SUS to the Customer and completed and signed by the Customer to authorise SUS to obtain information from and to negotiate with Suppliers.

Services: the services supplied by SUS to the Customer pursuant to this Contract, including presenting the Customer with details of a proposed Supply Contract(s) from one or more Suppliers from SUS’s portfolio of Suppliers and other energy or utility consultancy services (if requested by the Customer).

SUS: Straight-Up Business Solutions (UK) Limited registered in England and Wales with company number 15058087 whose registered office is at 24 George Stephenson Way, North Shields, Tyne & Wear, NE29 6XA.

2. Interpretation :

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes fax and email.

2. BASIS OF CONTRACT

1. The Letter of Authority constitutes an intention by the Customer to purchase Services in accordance with these Conditions.

2. The offer referred to in clause 2.1 shall only be deemed to be accepted when the Letter of Authority signed by the Customer is received by SUS at which point and on which date this Contract shall come into existence (Commencement Date) and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than three (3) months’ written notice to terminate.

3. Any samples, drawings, descriptive matter or advertising issued by SUS, and any descriptions or illustrations contained in SUS's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Contract or have any contractual force.

4. These Conditions apply to this Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. SUPPLY OF SERVICES

1. The Customer agrees that in consideration of SUS receiving the Commission, SUS shall supply the Services to the Customer in accordance with the terms of this Contract.

2. SUS shall use reasonable endeavours to meet any performance dates specified by SUS, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3. SUS warrants to the Customer that the Services will be provided using reasonable care and skill.

4. CUSTOMER'S OBLIGATIONS

1. The Customer shall:

1. co-operate with SUS in all matters relating to the Services;

2. provide on demand such information, data or documents as SUS may reasonably require in order to supply the Services, and ensure that such information is complete, up-to-date and accurate in all material respects at all times;

3. immediately inform SUS if there is any change in the Customer’s circumstances and/or business which may affect the provision of the Services;  

4. provide authority for SUS to enter into discussion and/or arrangements with such Suppliers as SUS may determine and the Customer expressly agrees that SUS may supply any and all information, data or documents that SUS receives from the Customer to any such Supplier.

5. comply with the provisions of the Bribery Act 2010 and any other applicable legislation.     

6. provide such assistance as SUS may reasonably require from time to time in relation to the Services.

2. If SUS's performance of any of its obligations under this Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

1. without limiting or affecting any other right or remedy available to it, SUS 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 relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays SUS's performance of any of its obligations;

2. SUS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SUS's failure or delay to perform any of its obligations as set out in this clause 4.2; and

3. the Customer shall reimburse SUS on written demand for any costs, charges or losses sustained (including the total sum of any lost Commission) or incurred by SUS arising directly or indirectly from the Customer Default.

5. COMMISSION

SUS may receive a Commission payment direct from the Supplier in the event that the Customer enters into a Supply Contract with the Supplier. Such Commission may be included in the price or rates offered by the Supplier to the Customer and shall be paid by the Supplier direct to SUS.

6. INTELLECTUAL PROPERTY RIGHTS

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 SUS.

7. DATA PROTECTION

1. The parties acknowledge that they do not anticipate receiving any Personal Data (as defined in the Data Protection Legislation) from each other pursuant to this Contract, save for contact details of relevant personnel with responsibility for dealing with this Contract which each party shall process as a separate Controller (as defined in the Data Protection Legislation).

2. Both parties will comply with all applicable requirements of the Data Protection Legislation.

8. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

1. Nothing in this Contract limits any liability which cannot legally be limited, including but not limited to liability for:

1. death or personal injury caused by negligence;

2. fraud or fraudulent misrepresentation; and

3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

2. Subject to clause 8.1, SUS's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall not exceed 50% of the average annual Commission received by SUS under this Contract.

3. Subject to clause 8.1, SUS shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract for:

1. Loss of profits

2. Loss of sales or business.

3. Loss of agreements or contracts.

4. Loss of anticipated savings.

5. Loss of use or corruption of software, data or information.

6. Loss of or damage to goodwill.

7. Indirect or consequential loss.

4. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.

5. Unless the Customer notifies SUS that it intends to make a claim in respect of an event within the notice period, SUS shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

6. This clause 8 shall survive termination of this Contract.

9. TERMINATION

1. Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;

2. the other party 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), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Contract has been placed in jeopardy.

2. Without affecting any other right or remedy available to it, SUS may suspend the supply of Services under this Contract or any other contract between the Customer and SUS if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or SUS reasonably believes that the Customer is about to become subject to any of them.

10. CONSEQUENCES OF TERMINATION

1. Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

2. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

11. GENERAL

1. Force Majeure.

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

2. Assignment and other dealings.

1. SUS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract.

2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract without the prior written consent of SUS.

3. Confidentiality.

1. Each party undertakes that it shall not any time during this Contract, and for a period of five years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.3(b). For the purposes of this clause, group means, in relation to a party, that party, and any subsidiary or holding company from time to time of a holding company of that party.   

2. Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and

2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Contract.

4. Entire agreement.

1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

2. Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

3. Nothing in this clause shall limit or exclude any liability for fraud.

5. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

6. Waiver. A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

7. Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

8. Notices.

1. Any notice or other communication given to a party under or in connection with this Contract 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);

2. Any notice or communication shall be deemed to have been received:

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

2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service; and

3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii),business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

9. No partnership or agency.

SUS is an independent energy broker and nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or constitute any party the agent of another party.   

10. Third party rights.

This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

11. Governing law. This 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.

12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.