1. DEFINITIONS

In this document the following words have the following meanings:

1.1. "Company" means Wholesale Power UK Limited, Storey House, White Cross Business Park, South Rd, Lancaster, LA1 4XQ.

1.2. "Client" means the business or organisation that is in receipt of services from the Company.

1.3. "Parties" means both the Company and the Client.

1.4. "Supplier" means the licensed energy company through which power (electricity or gas) is provided to the Client.

1.5. "Agreement" means the Standard Terms and Conditions together with the terms of any applicable Specification Document.

1.6. "Specification Document" means a statement of work, quotation, agreement or other similar document describing the services to be provided by the Company;

1.7. "Energy Market" means the facility where power (electricity and gas) is traded to establish the overall cost of power contracts.

2. GENERAL

2.1. These Standard Terms & Conditions shall apply to all agreements for the supply of services by the Company to the Client.

2.2. Before the commencement of services, the Company shall submit to the Client a Specification Document which shall specify the services and remuneration. The Client shall notify the Company immediately if the Client does not agree with the contents of the Specification Document. All Specification Documents are subject to these Standard Terms & Conditions.

2.3. The Company shall use all reasonable endeavours to complete the services within estimated timeframes but time shall not be of the essence in the performance of any services.

3. PRICE AND PAYMENT

3.1. Invoiced amounts shall be due and payable as per agreed terms. The Company shall be entitled to charge interest of overdue invoices from the date when payment becomes due from day to day until the date of payment at the rate of 4% per annum above the base rate of the Bank of England.

3.2. In the event that the Client's procedures require that an invoice be submitted against a purchase order for payment, the Client shall be responsible for issuing such purchase order before the services are supplied.

3.3. Management fees for the negotiation of Supplier contracts on behalf of the Client will be levied within the costs of the Supplier contract. Such management fees will be paid direct to the Company, in line with agreed costs, throughout the period of each Supplier contract adopted as a result of services provided by the Company.

 4. SPECIFICATION OF THE SERVICES

 4.1. All services shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Company and other representation written or oral, correspondence or statement shall form part of the Agreement.

 4.2. The Parties may from time to time mutually agree upon and execute a new Specification Document(s). Any variation in the scope of services to be provided under this agreement shall be set out in the new Specification Document(s) which shall reflect the changed services and price and any other terms agreed between the Parties.

5. DELIVERY

5.1. Unless specifically agreed in writing, in advance, as being critical to the service delivery, the date of delivery specified by the Company is an estimate only. Time for delivery shall not be of the essence of the Agreement and the Company shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly in the delivery of services.

5.2. All risk in the delivery of services relating to Supplier contracts rests with the Client. For the avoidance of doubt any Supplier contract entered into direct by the Company on behalf of the Client, as previously agreed by the authorisation of such a commitment by the Client, or directly by the Client as a result of advice received from the Company, is a contractual obligation placed upon the Client alone and not the Company. This obligation is a clear requirement under the terms & conditions of the Suppliers Licence to supply.

5.3. Supplier contract prices to the Client estate, applied as a result of the Supplier contracts agreed by the Company or other such agreed costs, are as a result of cumulative cost of power prices in the Energy Markets which may rise and fall due to market forces. No liability rests with the Company for the changes in Supplier charges as a result of such variations.

6. PERIOD OF AGREEMENTS & TERMINATION

6.1. Agreements shall remain in force until such time that any other agreement between the Parties is entered into intended to supersede any Agreement, or until the Agreement is terminated in writing in accordance with the termination procedures.

6.2. The termination of any Agreement, howsoever arising, is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses in such Agreements which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

6.3. The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

7. CONFIDENTIALITY & THIRD PARTIES

7.1. Neither party shall without the prior written consent of the other disclose to any third party information obtained about the business of the other party, any ideas; business methods; finance; prices; business, financial, marketing, development or manpower plans; customer lists or details, including but not limited to information concerning their relationships with actual or potential clients, customers or suppliers and the needs and requirements of that party and of such persons, which is not generally available in the public domain. This obligation applies to information passed between the two Parties since the commencement of discussions.

7.2. Exceptions to Clause 7.1 above are:

7.2.1. information may be disclosed to professional advisors (subject to their confidentiality undertaking) for the purposes of evaluating any further form of Agreement or business between the two Parties, or

7.2.2. information that would normally be divulged to a sub-contractor as necessary for them to carry out services etc. under an Agreement that the two Parties are involved in.

 7.3. The Parties to this Agreement 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.

8. WARRANTY

8.1. The Company warrants that the services performed under the Agreement shall be performed using reasonable skill and care and of a quality conforming to the generally accepted industry standards and practices.

8.2. Except as expressly stated in the Agreement, all warranties whether express or implied, by the operation of law or otherwise, are hereby excluded in relation to the services provided by the Company.

 9. INDEMNIFICATION

9.1. The Client shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise, directly or indirectly, from the Client's breach of any of its obligations under this Agreement.

10. LIMIT OF LIABILITY

10.1. Except in respect of death or personal injury due to negligence, for which no limit applies, the entire liability of the Company to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Client to which the claim relates.

10.2. In no event shall the Company be liable to the Client for any loss of business, loss of opportunity, loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even when such a loss was reasonably foreseeable or the Company had been aware of the possibility of the Client incurring such a loss.

11. DISPUTES

11.1. Should a dispute arise in relation to the services provided by the Company or cooperation and/or support by the Client in the carrying out of such services, both Parties will use all reasonable efforts to settle the dispute in an amicable fashion. The following procedure should be performed, namely:

11.1.1. A verbal conversation should take place indicating the issues involved, supported, as required, by written confirmation of the areas of concern.

11.1.2. A response to those areas of concern will be made within 14 days.

11.1.3. Should the matter remain unresolved, a meeting should take place at the earliest opportunity attended by a Director from each Party.

11.1.4. If the matter is not reconciled both Parties agree to work amicably to fulfil any and all obligations that remain under the Agreement until termination is reached.

12. ENTIRE AGREEMENT

12.1. These Standard Terms & Conditions, along with the details of services agreed in the Specification Document contain the entire Agreement between the Parties relating to the subject matter and shall supersede any previous agreement, arrangement, undertakings or proposals, oral or written. Unless expressly provided elsewhere, this agreement may be varied only by a further Specification Document signed by both Parties.

13. GOVERNING LAW & JURISDICTION

13.1. All Agreements shall be governed by and construed in accordance with the law of England and the Parties hereby submit to the exclusive jurisdiction of the English Courts.

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