Terms & Conditions

1.    Interpretation

1.1    Definitions:

Broker: means an intermediary that negotiates between an energy user and Energy Suppliers for the supply of energy services.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client Communication: the description of the Services provided in writing by Powerful Allies to the Client.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.

Client: the organisation who receives Services from Powerful Allies or who provides Powerful Allies with a Letter of Authority.

Energy Supply Contract: means a contract between the Client and an Energy Supplier for the supply of energy.

Energy Suppliers: means organisations that supply / provide electricity, gas or water to customers.

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 (including know-how), 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 signed by the Client giving Powerful Allies the authority to liaise with Energy Suppliers on behalf of the Client and to source existing data regarding the Client’s energy usage.
Provision of an Energy Supply Contract: means the issue by an Energy Supplier of an Energy Supply Contract to the Client at the request of Powerful Allies.

Powerful Allies: Powerful Allies Limited, registered in England and Wales with company number 07787852.
Powerful Allies Agreement: the contract between Powerful Allies and the Client for the supply of Services in accordance with these Conditions.

Report: the data provided by Powerful Allies (whether as a report or otherwise) following its liaising with Energy Suppliers having been given authority to do so by the Client pursuant to the Letter of Authority.

Services: the services, including any deliverables, supplied by Powerful Allies to the Client as set out in the Client Communication.

1.2    Interpretation:

1.2.1    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 any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.2    Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.3    A reference to writing or written includes email.

2.    Basis of contract

2.1    The request by the Client for the Provision of an Energy Supply Contract constitutes a request by the Client to appoint Powerful Allies as its exclusive Broker in accordance with these Conditions.

2.2    Powerful Allies shall be deemed to have accepted the request and shall be deemed appointed as the Client’s exclusive Broker upon the Provision of an Energy Supply Contract at which point and on which date the Powerful Allies Agreement shall come into existence (Commencement Date).

2.3    Any samples, drawings, descriptive matter or advertising issued by Powerful Allies, 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 the Powerful Allies Agreement or have any contractual force.

2.4    These Conditions apply to the Powerful Allies Agreement, and the provision of Reports by Powerful Allies, to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.    Supply of Services

3.1    Powerful Allies shall supply the Services to the Client in accordance with the Client Communication in all material respects.

3.2    Powerful Allies shall use all reasonable endeavours to meet any performance dates provided by Powerful Allies from time to time, but any such dates shall be estimates only and time shall not be of the essence for performance.

3.3    Powerful Allies shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Powerful Allies shall notify the Client in any such event.

3.4    Powerful Allies warrants to the Client that the Services will be provided using reasonable care and skill.

4.    Client’s obligations

4.1    The Client shall:

4.1.1    co-operate with Powerful Allies in all matters relating to the Services;

4.1.2    provide Powerful Allies with such information and materials as Powerful Allies may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

4.1.3    obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

4.1.4    not revoke the Letter of Authority or otherwise take any step or action which inhibits Powerful Allies’ ability to negotiate or liaise with Energy Suppliers on behalf of the Client during the term of the Contract. If there is any inconsistency between the provisions of this clause 4.1.4 and the Letter of Authority, the provisions of this clause 4.1.4 shall prevail.

4.2    If Powerful Allies’ performance of any of its obligations under the Powerful Allies Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

4.2.1    Powerful Allies shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Powerful Allies’ performance of any of its obligations;

4.2.2    Powerful Allies shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Powerful Allies’ failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3    the Client shall reimburse Powerful Allies on written demand for any costs or losses sustained or incurred by Powerful Allies arising directly or indirectly from the Client Default.

5.    Powerful Allies’ fees

Powerful Allies’ fees are paid by way of commission from the Energy Suppliers.

6.    Exclusive Broker

Pursuant to clause 2.2, the Provision of an Energy Supply Contract constitutes the appointment of Powerful Allies as the Client’s exclusive Broker. Following such appointment, the Client agrees not to directly or indirectly enter into negotiations or contracts with any Energy Supplier in relation to the supply of energy, or to instruct any other intermediary to negotiate Energy Supply Contracts on the Client’s behalf other than through Powerful Allies.

7.    Intellectual property rights

7.1    All Intellectual Property Rights in Reports or arising out of or in connection with the Services shall be owned by Powerful Allies.

7.2    The contents of Reports are private and confidential. They are prepared for the Client and are not to be relied on by or made available to any other party without Powerful Allies’ prior written consent.

8.    Limitation of liability

8.1    Nothing in the Powerful Allies Agreement or these Conditions shall limit or exclude Powerful Allies’ liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

8.2    Subject to clause 8.1, Powerful Allies shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Powerful Allies Agreement, or the provision of Reports, for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of damage to goodwill and any indirect or consequential loss.

8.3    Subject to clause 8.1, Powerful Allies’ total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Powerful Allies Agreement, or the provision of Reports shall be limited to:

8.3.1    in the case a claim arising in relation to, or in connection with, a particular Energy Supply Contract, an amount equal to the commission received (or to be received) by Powerful Allies (directly or indirectly) in relation to such Energy Supply Contract; and

8.3.2    in all other circumstances £10,000.

8.4    This clause 8 shall survive termination of the Powerful Allies Agreement.

9.    Termination

9.1    Without limiting its other rights or remedies, either party may terminate the Powerful Allies Agreement by giving the other party not less than 9 months’ written notice.

9.2    Without limiting its other rights or remedies, either party may terminate the Powerful Allies Agreement with immediate effect by giving written notice to the other party if:

9.2.1    the other party commits a material breach of any term of the Powerful Allies Agreement and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;

9.2.2    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

9.2.3    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.

10.    Consequences of termination

10.1    On termination of the Powerful Allies Agreement for any reason:

10.1.1    the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Powerful Allies Agreement which existed at or before the date of termination or expiry; and

10.1.2    clauses which expressly or by implication survive termination shall continue in full force and effect.

11.    Liquidated damages

11.1    The Client acknowledges that, following the appointment of Powerful Allies as the Client’s exclusive Broker pursuant to clauses 2.2 and 6 above, Powerful Allies will monitor the Client’s energy contracts and, prior to expiry of any such contract, liaise with energy suppliers regarding renewals or better deals and shall incur time and cost in connection with the same.

11.2    If the Client breaches the provisions of clause 6 or otherwise seeks to terminate the Powerful Allies Agreement in breach of these Conditions, the Client shall pay Powerful Allies immediately, on demand, by way of liquidated damages, an amount equal to the commission that Powerful Allies would have received in connection with the Provision of Energy Supply Contracts (whether directly or indirectly) where such contracts would have been renewed or otherwise have a commencement date in the 12 months following the date of the breach. Such commission shall be calculated at the rate of 0.3 pence per kilowatt hour (or such other commission as has been agreed in writing between Powerful Allies and the Client) and on the basis of such Energy Supply Contracts being for a 2 year period.

11.3    The parties confirm that these sums represent a genuine pre-estimate of Powerful Allies’ loss.

12.    General

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

12.2    Assignment and other dealings. Neither party may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Powerful Allies Agreement or these Conditions and may subcontract or delegate in any manner any or all of its obligations under the Powerful Allies Agreement or these Conditions to any third party or agent without the prior written consent of the other party.

12.3    Confidentiality.

12.3.1    Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 12.3.2 or clause 12.3.3.

12.3.2    Each party may disclose the other party’s confidential information:

(i)    to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations. 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 12.3; and

(ii)    as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3.3    Powerful Allies may disclose the Client’s confidential information to Energy Suppliers in connection with the provision of the Services to the extent that such Energy Suppliers need to know such information.

12.3.4    Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Powerful Allies Agreement.

12.4    Entire agreement. The Powerful Allies Agreement and these Conditions 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 and the provision of Reports.

12.5    Variation. No variation of the Powerful Allies Agreement or these Conditions shall be effective unless it is in writing and signed by the parties.

12.6    Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.

12.7    Severance. If any provision or part-provision of the Powerful Allies Agreement or these Conditions 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 the Powerful Allies Agreement or these Conditions.

12.8    Notices.

12.8.1    Any notice or other communication given to a party under or in connection with the Powerful Allies Agreement or the provision of Reports shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

12.8.2    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.8.1; 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

12.8.3    The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.9    Third parties. No one other than a party to the Powerful Allies Agreement shall have any right to enforce any of its terms.

12.10    Governing law and jurisdiction. The Powerful Allies Agreement, the provision of Reports, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with either or the subject matter or formation of the Powerful Allies Agreement shall be governed by, and construed in accordance with the law of England and Wales and 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 the Powerful Allies Agreement, the provision of Reports, or the subject matter or formation of the Powerful Allies Agreement.

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