Terms of Business

  1. Who we are and what these terms do

1.1 These Terms of Business (the Terms) set out the basis on which Utility Advice Company Limited (company number 11841515) trading as “UAC Team” (we/us/UAC Team) provides services to you (you/the Customer).

1.2 Our registered office is 303 Grosvenor House, Central Park, Telford, TF2 9TW.

1.3 These Terms, together with any Letter of Authority (LOA) you sign, form the Agreement between you and us.

1.4 By signing our LOA or otherwise asking us to provide services, you agree to these Terms.

  1. Our services and our role

2.1 We are a business utilities broker and consultant, not a supplier. We do not supply gas, electricity, water, telecoms, mobile or card processing services ourselves.

2.2 We may help you with some or all of the following (together, the Services):

  • Business gas and electricity
  • Business water
  • Telecoms, broadband, phone and data lines
  • Business mobile services
  • Card processing / merchant services
  • Related advice, analysis and contract management that we agree with you.

2.3 We work with a panel of suppliers and providers, not the entire market. For some products we may work with a single preferred provider.

2.4 Our role is to:

  • Collect information from you and (where authorised) from your existing suppliers;
  • Obtain quotes or offers from suppliers on our panel;
  • Present options to you; and
  • Arrange contracts between you and suppliers where you choose to proceed.

2.5 You will always enter into separate contracts directly with the relevant suppliers (Supplier Contracts). Those Supplier Contracts are between you and the supplier, not between you and us.

2.6 We will act with reasonable skill and care, but:

  • We do not guarantee that we will find the cheapest available price or any particular level of savings; and
  • Quotations depend on market conditions and the information you provide, and may change or be withdrawn by suppliers at any time.
  1. Letter of Authority (LOA)

3.1 You will usually sign our Letter of Authority (LOA) at the start of our relationship. The LOA, together with these Terms, forms part of this Agreement.

3.2 The LOA sets out the scope of authority you give us, including which suppliers, meters, sites or accounts it covers and what we may do on your behalf.

3.3 If there is any inconsistency between the LOA and these Terms in relation to what we are authorised to do for you, the terms of the LOA will take priority.

  1. How we get paid commission and fees

4.1 Commission from suppliers

4.1.1 In most cases, we are paid commission by suppliers when we help you agree a Supplier Contract or keep a contract in place.

  • For energy and water contracts, this commission is usually:

 

  • Included within the unit rate and/or standing charge you pay (for example, a pence per kWh uplift); or
  • A fixed amount per contract

Example (illustration only): if our commission on an energy contract were 0.5 pence per kWh and your usage under that contract was 40,000 kWh per year on a 2-year agreement, the supplier would pay us approximately £400 in total over the 2 years (40,000 kWh × 2 years × £0.005). This is only an example; the actual commission on your contract may be higher or lower and will depend on the agreed rates and your actual usage.

4.1.3 For telecoms, mobiles and card processing, our commission may be:

  • A fixed amount per contract;
  • A percentage of your monthly or annual spend; and/or
  • A separate marketing or referral fee paid by the provider.

4.1.4 Suppliers may also make additional payments to us, for example where:

  • We place a certain number or volume of contracts with them; or
  • We help renew or extend contracts.

This does not change the price you pay unless we tell you otherwise.

4.2 Information about our commission

4.2.1 For energy and water contracts, suppliers are required to show in their principal terms or contract documentation the total amount they pay to third parties such as brokers over the contract term.

4.2.2 We may also explain to you, in general terms, how our commission is structured (for example as a pence per kWh uplift or pence per day on the standing charge), but we are not obliged to provide you with a separate written estimate of our total commission in every case.

4.2.3 For all other services (including telecoms, broadband, phone and data lines, mobiles and card processing / merchant services), we are usually paid commission or referral fees by the relevant providers. Full details of our commission on those products are available on request.

4.2.4 You can ask us at any time to confirm the commission we have received or expect to receive on any contract we have arranged for you. We will provide this in a clear written summary.

4.3 Fees you may pay us directly

4.3.1 In many cases you will not pay us directly; our costs are covered by supplier commission.

4.3.2 However, we may charge you a direct fee in the following situations:

  1. a) Failed / duplicate contracts
    If:
  • we have arranged a Supplier Contract for you based on your instructions; and
  • you then enter a conflicting contract with another broker or supplier for the same meter, supply point or account and period, or otherwise prevent our contract from going live;

then we may charge you a Failed Contract Fee.

  1. b) Change of tenancy / early termination
    If:
  • you move out of premises, change legal entity or otherwise bring a Supplier Contract to an end during its term; and
  • as a result, the supplier reduces, claws back or refuses to pay our commission;

then we may charge you a Change of Tenancy / Early Termination Fee.

  1. c) Significant reduction in consumption or spend
    If:
  • the actual consumption or spend over the term of an energy, water, telecoms or card processing contract is significantly lower than the estimate used to agree the commission with the supplier (for example, more than 20% below the estimate); and
  • the supplier reduces or claws back our commission as a result;

then we may charge you a Commission Shortfall Fee.

4.3.3 For each affected meter, supply point or account, the relevant fee in clauses 4.3.2(a)–(c) will be:

  • the amount of commission (plus VAT) that we actually lose or that is clawed back by the supplier, or
  • £750 + VAT,

whichever is higher.

4.3.4 We calculate these fees using the same commission rates and assumptions that applied when the original quote or contract was agreed. On request, we will provide you with a summary of how the fee has been calculated, including:

  • the commission originally expected;
  • the commission actually paid or retained; and
  • the resulting difference and number of meters/supply points/accounts affected.

4.3.5 We believe these fees are a reasonable estimate of the loss we suffer when contracts fail, end early or significantly under-perform, taking into account the typical commission we earn per meter or account and the time and cost we incur in arranging each contract. They are not intended to be a penalty.

4.3.6 We will issue an invoice for any direct fees, which must be paid within 7 days of the invoice date. All fees are subject to VAT. We may charge interest on late payments at the statutory rate for commercial debts.

  1. Your responsibilities

5.1 You agree to:

  1. a) Co-operate with us in all matters relating to the Services and not do anything that unreasonably delays or prevents us from providing them.
  2. b) Provide us with accurate, complete and up-to-date information, including:
  • Business name and legal entity;
  • Contact details;
  • Premises and meter details;
  • Historic and estimated usage or spend;
  • Details of your existing and proposed contracts.
  1. c) Immediately tell us in writing if:
  • You move, close or transfer a site;
  • Your business changes hands or legal entity;
  • Your expected usage or spend changes significantly; or
  • You know or suspect that any information we hold is incorrect.
  1. d) Carefully check any contract summaries or key facts documents we send you and let us know promptly if anything is wrong.
  2. e) Comply with:
  • These Terms; and
  • All terms and conditions of your Supplier Contracts, including paying your suppliers on time.
  1. f) Not instruct or allow any supplier to withhold or reduce commission that is payable to us in line with these Terms and our agreement with that supplier.
  2. g) Not enter into duplicate or competing contracts covering the same meter or account and period where we have already arranged or are in the process of arranging a Supplier Contract, unless you have agreed with us in writing how any resulting lost commission / fees will be dealt with.
  3. Our responsibilities and limits

6.1 We will use reasonable skill and care in providing the Services.

6.2 We rely on:

  • The information you give us; and
  • Information provided by suppliers and other third parties.

We are not responsible for errors or omissions in that information unless we knew, or ought reasonably to have known, that it was wrong.

6.3 You acknowledge and agree that:

  1. a) We are not responsible for the performance of any supplier, including billing, customer service, metering, outages, supply quality or price changes.
  2. b) Quotations and offers are indicative and may change or be withdrawn by suppliers before the contract goes live.
  3. c) The Supplier Contracts are between you and the supplier, and any obligations under those contracts (including payment obligations and termination charges) are your responsibility.

6.4 We do not provide legal, financial, tax or regulatory advice. You should take your own professional advice where appropriate.

  1. Term, suspension and termination

7.1 This Agreement starts when you sign our LOA or otherwise first ask us to provide Services (the Commencement Date).

7.2 It continues until:

  • Either of us gives 30 days’ written notice to the other; or
  • It is ended earlier under this clause 7.

7.3 We may suspend or terminate this Agreement immediately by written notice if:

  • You commit a material breach of these Terms and do not remedy it within 14 days of being asked to do so;
  • You become insolvent or are subject to administration, liquidation or similar events; or
  • You cease or threaten to cease to trade.

 

  • Termination of this Agreement will not affect:

 

  • Any Supplier Contracts we have already arranged; or
  • Any fees or commission that have arisen, or would reasonably arise, before termination (including any Failed Contract / Change of Tenancy / Commission Shortfall Fees properly due under clause 4).
  1. Our liability to you

8.1 Nothing in these Terms limits or excludes liability for:

  • Death or personal injury caused by our negligence;
  • Fraud or fraudulent misrepresentation; or
  • Any other liability that cannot be limited or excluded by law.

8.2 Subject to clause 8.1:

  1. a) Our total aggregate liability to you for all claims arising out of or in connection with this Agreement (however caused and including negligence) is limited to the total commission and fees we have earned from your contracts in the 12 months immediately before the event giving rise to the first claim, or, if higher, £25,000.
  2. b) We are not liable for:
  • Loss of profit, loss of sales, loss of business, loss of contracts or loss of anticipated savings;
  • Loss or corruption of data;
  • Loss of or damage to goodwill or reputation; or
  • Any indirect or consequential loss.

8.3 If we make a mistake and you suffer direct financial loss as a result, you must:

  • Tell us in writing within 6 months of becoming aware (or when you ought reasonably to have become aware) of the issue; and
  • Provide reasonable details and evidence of your loss.

If you do not do this, we will not be liable for that loss.

8.4 We give no guarantees or warranties about suppliers’ products or services. Any issues with a supplier’s performance should be taken up with the supplier directly, although we will try to assist where reasonably possible.

8.5 This clause 8 survives termination of the Agreement.

  1. Data protection and confidentiality

9.1 Each party will comply with its obligations under applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

9.2 We will typically only process limited personal data about your staff (for example, contact details) to provide the Services.

9.3 You agree that we may share such data with suppliers and other third parties where needed to provide the Services.

9.4 Both parties agree to keep each other’s confidential information secret and use it only for the purposes of this Agreement, except where disclosure is required by law or to professional advisers under obligations of confidence.

  1. Complaints and dispute resolution

10.1 If you are unhappy with our Services, please contact us using the details on our website or in our welcome pack.

10.2 We will:

  • Acknowledge your complaint within 5 Working Days;
  • Aim to resolve it within 8 weeks; and
  • Keep you updated if we need more time.

10.3 If we cannot resolve your complaint about a gas or electricity contract and you are a microbusiness or small business (as defined in the applicable regulations), you may be able to refer the dispute about us to an approved Alternative Dispute Resolution (ADR) scheme, such as the Energy Ombudsman or Dispute Resolution Ombudsman (DRO), which is free and independent.

10.4 Details of our ADR membership (name of scheme and how to contact them) are available on our website and on request.

10.5 Nothing in this clause prevents either party from starting court proceedings at any time, but we encourage disputes to be raised through our complaints process and ADR first.

  1. Notices

11.1 Any formal notice under this Agreement must be in writing and sent to the registered office or principal place of business of the other party, or by email to the addresses notified for this purpose.

11.2 Notices are deemed received:

  • If delivered by hand: when delivered;
  • If sent by first-class post: at 9.00 am on the second Working Day after posting;
  • If sent by email: on the next Working Day after sending, provided no bounce-back is received.
  1. Other important terms

12.1 You must pay any amounts due to us without set-off or deduction.

12.2 If any part of this Agreement is found to be invalid or unenforceable, the rest will continue in full force.

12.3 This Agreement is the entire agreement between us about the Services and replaces anything previously discussed or agreed.

12.4 Changes to this Agreement must be in writing and signed or confirmed by both parties.

12.5 Nothing in this Agreement creates a partnership, joint venture or employment relationship between us.

12.6 You may not assign or transfer this Agreement without our written consent. We may assign it to an entity in our group or a purchaser of our business.

12.7 No third party has any rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

  1. Governing law and jurisdiction

13.1 This Agreement and any dispute arising out of or in connection with it is governed by the laws of England and Wales.

13.2 The courts of England and Wales will have non-exclusive jurisdiction. This means that:

  • We can bring proceedings in England and Wales; and
  • If your business is based in Scotland, you may bring proceedings in the Scottish courts if you prefer.