Terms and Conditions
- Ideal Utilities Ltd:terms and conditions
In these terms and conditions Ideal Utilities Ltd company registered number 11489845 whose registered
office is Unit 5f St. Georges Park, Kirkham, Preston PR4 2EF
is referred to as Ideal Utilities.
The customer of Ideal Utilities is referred to as the Customer
Definitions
“Agreement”: the contractual relationship between Ideal Utilities and the Customer as set out in these
terms and conditions and Letter of Authority.
“Breach Fee”: payment due from the Customer to Ideal Utilities in the event of a Customer Breach.
“Commencement Date”: has the meaning given in clause 1.
“Commission Payment”: the payment Ideal Utilities is entitled to receive from the Supplier as a result of
the Customer entering into the Contract.
“Confidential Information”: means such information as one party may provide to the other as part of or
in relation to this Agreement.
“Contract”: the contract entered into by the Customer (or by Ideal Utilities on the Customer’s behalf)
with the Supplier for the supply of energy and as part of the Services and any extensions to this
Agreement.
“Customer Breach”: any act or omission of the Customer that represents a breach of the terms of this
Agreement by the Customer.
“Customer Obligations”: as set out in clause 2.
“Data Protection Legislation”: all relevant data protection and privacy legislation in force from time to
time in England and Wales a non exhaustive list of which includes 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.
“Letter of Authority”: such letters of authority being as the Customer may sign from time to time.
“Services”: the services that Ideal Utilities will provide to the Customer include presenting the Customer
with details of a proposed supply contract(s) from one (or a number) of Suppliers from Ideal Utilities’
portfolio of suppliers for the Customer to choose to accept and as set out in the Letter(s) of Authority.
“Supplier”: the supplier that the Customer choses to enter into a Contract with.
“Working Day”: Monday to Friday other than a public holiday in England.
- 1. SUPPLY OF SERVICES
The Customer agrees that:
(i) the Letter(s) of Authority constitutes a request by the Customer to purchase Services in accordance
with these conditions. This Agreement shall come into existence (Commencement Date) when the
Letter(s) of Authority signed by the Customer is received by Ideal Utilities;
(ii) in return for it requesting Ideal Utilities to provide the Services Ideal Utilities shall do so and shall
supply the Services to the Customer as per this Agreement; and
(iii) Ideal Utilities is not a price comparison service. Although Ideal Utilities works with many suppliers of
energy it does not have access to every such supplier.
Ideal Utilities does not guarantee that it will arrange what a third party may claim is the cheapest supply
available. Ideal Utilities considers a number of factors when assessing which suppliers and which supply
contracts are best suited to the Customer.
Ideal Utilities will seek the option(s) that in its opinion is/are best suited to the Customer with price of the
supply being just one of the factors to consider.
- 2. CUSTOMER’S OBLIGATIONS
The Customer agrees:
(i) to co-operate with Ideal Utilities in all matters relating to the Services and not in any way through acts
or omissions hinder, prevent or delay the provision of the Services;
(ii) to comply at all times promptly and completely with both this Agreement and any terms and conditions
of the relevant Supplier relating to the Contract including for the avoidance of doubt the obligation to
make all payments promptly to the Supplier under the Contract;
(iii) to provide such information, data or documents as Ideal Utilities may request from time to time;
(vi) to ensure that all information and documents provided to Ideal Utilities is complete, up to date and
accurate at all times;
(v) to provide such assistance as Ideal Utilities may reasonably require from time to time in relation to the
Services;
(vi) to immediately inform Ideal Utilities in the event there is any change in the Customer’s circumstances
which may affect the provision of the Services and or impact the Contract or proposed Contract;
(vii) to comply with the provisions of the Bribery Act 2010 and any other applicable legislation;
(viii) not at any time whether directly or indirectly instruct, direct, permit, cause or allow the Supplier to
cease or withhold the payment of any Commission Payment to Ideal Utilities; and
(ix) not at any time to have entered into or enter into any other contract (for any reason including due to a
change in tenancy or change in occupancy) for the supply of energy (“Other Contract”) for the intended
period of the Contract whereby that Other Contract provides energy and/or the Services, whether in
whole or in part, to be provided under the Contract.
- 3. CUSTOMER’S BREACH OF THE AGREEMENT: SUSPENSION AND TERMINATION
The Customer’s attention is drawn to this clause: the consequences of the Customer breaching
this agreement
Without affecting any other right or remedy available to it Ideal Utilities may as it sees fit terminate or
suspend the Agreement with immediate effect by giving written notice to the Customer if:
(i) the Customer commits a material breach of any term of the Agreement and (if such a breach is
remediable) fails to remedy that breach to Ideal Utilities’ satisfaction within fourteen days of the Customer
being notified in writing to do so;
(ii) the Customer 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), is subject to a winding up process (whether voluntarily or by order of the court, unless for
the purpose of a solvent restructuring), has a receiver appointed to any of its assets or ceasing to carry
on business; or
(iii) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business.
In the event of such termination or suspension Ideal Utilities is relieved of all its obligations under the
Agreement.
Further in the event of:
(i) termination (that may conclude suspension); or
(ii) any breach of a Customer Obligation for whatever reason
the Customer will on receipt of demand pay to Ideal Utilities the Breach Fee. The Breach Fee shall be a
payment of whichever is higher either:
(i) representing the Commission Payment (or such balance of the Commission Payment yet to be paid to
Ideal Utilities) which Ideal Utilities would have received from the Supplier but is not received or will not be
received due to the Customer Breach; or
(ii) a fixed amount of £750 per meter.
The Customer agrees that the Breach Fee, whether fixed or Commission Payment based, represents the
reimbursement of loss suffered by Ideal Utilities resulting from the Customer Breach. It does not
represent an unfair gain or windfall on the part of Ideal Utilities that is in the nature of or is capable of
falling within the definition of a penalty.
The Commission Payment for the purposes of this clause is calculated on the basis of the consumption
as set out in the Contract or related documents.
The Breach Fee is due to be paid as per this clause irrespective of any date or dates the Supplier may
have been due to make the Commission Payment to Ideal Utilities.
- 4. CHANGE OF TENANCY
The Customer’s attention is drawn to this clause: the requirement to notify Ideal Utilities of a
change of tenancy (as defined) and the consequences of failing to do so
Where a customer enters into a contract through Ideal Utilities but permanently vacates the relevant
premises either before the supply of energy commences or during the period of supply under that
Contract the Contract will terminate. This is called a change of tenancy (“a COT”).
A COT involves either (i) a party not connected to or associated with the Customer taking over the
premises (a party is connected to the Customer if it falls within the definition set out in sections 1122 and
1123 Corporation Tax Act 2010) or (ii) the premises becoming vacant for a minimum period of three
months following the Customer’s departure.
Ideal Utilities’ fees are adjusted by a Supplier if a COT occurs. It is therefore important that Ideal Utilities
receives from the Customer at least fourteen Working Days before the date of vacating the premises
written confirmation of the change together with evidence of the COT satisfactory to Ideal Utilities, this
may include (a non exhaustive list by way of example only) a land sale contract/TR1, assignment or
surrender of a lease certified by the Customer’s solicitor.
The written notice from the Customer must include a letter from the Customer’s solicitor confirming that
the vacation of the premises is a COT as set out above and provide sufficient detail to enable Ideal
Utilities to satisfy itself as to the nature of the COT.
Failure to so notify Ideal Utilities in the event of a COT will incur a fee for the loss/reduction in the
commission the supplier pays to Ideal Utilities. In those circumstances Ideal Utilities reserves the right to
charge the Customer a one off fee of £750 per meter or the total value of the Commission Payment Ideal
Utilities would have received in relation to the Contract, whichever is the higher figure. In calculating the
said fee Ideal Utilities will apply a discount percentage to reflect Commission Payment that has actually
been received (subject to a minimum failed Contract fee of £750 per meter).
- 5. CONSUMPTION TOLERANCE
The Customer’s attention is drawn to this clause: in the event the Customer’s consumption of
energy under the Contract falls below a certain level it will be liable to make a payment to Ideal
Utilities
The Contract provides an estimate of the Customer’s consumption. Ideal Utilities’ Commission
Payment is calculated by reference to such anticipated consumption.
In the event the actual consumption under a Contract as confirmed by the relevant Supplier is more than
20% less than the anticipated consumption as per the Contract over the term of the Contract the
Customer shall on demand pay to Ideal Utilities an amount equal to the balance of the Commission
Payment Ideal Utilities would have received had the consumption decrease not exceeded a 20%
decrease of the total anticipated consumption under the Contract.
- 6. LITIGATION COSTS
The Customer’s attention is drawn to this clause: should the Customer and Ideal Utilities become
involved in court proceedings then the Customer shall reimburse Ideal Utilities’ legal costs and
expenses
In the event of the Customer and Ideal Utilities becoming party to any court proceedings for whatever
reason and howsoever commenced or caused the Customer shall reimburse Ideal Utilities on demand on
an indemnity basis for all legal costs and expenses incurred by Ideal Utilities directly or indirectly in
connection with those court proceedings.
- 7. CONSEQUENCES OF TERMINATION
Termination or expiry of the Agreement shall not affect:
(i) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of
termination or expiry;
(ii) the liability of the Customer to Ideal Utilities in the event of a Customer Breach; and
(ii) in any event any liability of the Customer to make a payment to Ideal Utilities of this agreement.
- 8. COMMISSION PAYMENTS TO IDEAL UTILITIES
The Customer’s attention is drawn to this clause: the commission payments that will be made to
Ideal Utilities
The Customer agrees and acknowledges the Commission Payment will be due to be made to Ideal
Utilities. The timing and amount of the Commission Payment varies from Supplier to Supplier. The
Commission Payment is included within the price charged per unit of energy in the Contract. By way of
example if the Commission Payment for the supply of energy was 0.5 per unit then the amount payable
per unit under the Contract by the Customer would be (i) base price of the unit plus (ii) 0.5p per unit.
Therefore a supply of 40,000 units per year over a two year period would result in total commission
payment of £400 for that two year supply.
Should at any time the Customer wish to be provided with more information as to the Commission
Payment then it should contact Ideal Utilities
- 9. LIMITATION OF LIABILITY
The Customer’s attention is drawn to this clause: limits to the liability of Ideal Utilities to the
Customer
The Customer acknowledges and agrees that by entering into the Contract the Customer contracts
directly with the Supplier and not Ideal Utilities for the supply of energy. The Customer therefore further
acknowledges that Ideal Utilities incurs no liability arising from or in connection with the Customer’s
obligations and liabilities arising under the Contract.
The Agreement does not seek to avoid Ideal Utilities’ liability to the Customer where such liability arises
from dishonesty on the part of Ideal Utilities or death or personal injury on the part of the Customer.
Ideal Utilities’ total liability (including any principal, interest, costs and charges whatsoever and
howsoever arising) to the Customer shall not in any event exceed the amount of the Commission
Payment received by Ideal Utilities.
The Customer acknowledges and agrees that Ideal Utilities, its representatives, agents and employees
shall incur no liability to the Customer by virtue of the Agreement or in relation to it save where such
liability is incapable of being excluded by law.
Subject to the above Ideal Utilities incurs no liability to the Customer that arises under or in connection
with this Agreement in respect of:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of or damage to goodwill; or
(vi) indirect or consequential loss.
Should the Customer assert liability on the part of Ideal Utilities then it must notify Ideal Utilities in writing
to that effect:
within six calendar months of the first event said to give rise to such liability coming to the attention of the
Customer, its agents or representatives; or
within six calendar months of the first event said to give rise to such liability which ought reasonably to
have come to the attention of the Customer.
The notice must be in writing and must identify the event and the grounds for the claim in reasonable
detail and provide copies of all relevant documents and information.
In the absence of such timely notification Ideal Utilities shall have no liability to the Customer.
Ideal Utilities makes no express warranties and specifically disclaims any implied warranties with respect
to the performance of Services to the extent permissible by law.
This clause survives termination of the Agreement.
- 8. DATA PROTECTION
Ideal Utilities does not anticipate receiving any personal data (as defined in data protection legislation
from time to time) from the Customer other than contact details of the relevant personnel who are
responsible for dealing with the Agreement.
The Customer agrees that Ideal Utilities may share such contact details with the Supplier, its agents and
representatives.
Each party shall comply with all the obligations imposed on a controller under the Data Protection
Legislation.
- 9. CONFIDENTIALITY
Neither party shall disclose to any third party any Confidential Information in respect of the other at any
time acquired in connection with the Agreement and no reference is to be made to this Agreement by
either party in any advertising publicity or promotional material without prior written consent of the other
party.
- 10. NOTICES
Any notice given to a party under or in connection with the Agreement 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) or by email (to such
email address as the parties notify each other from time to time)
Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper
address;
(ii) if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am on the
second Working Day after posting or at the time recorded by the delivery service; or
(iii) if sent by email the Working Day after the email was sent.
- 11. DISPUTE RESOLUTION
The parties will each use their reasonable efforts to negotiate in good faith and settle any major or
material dispute that may arise out of or relate to the Agreement. The dispute shall be referred to
representatives (internal or external) nominated by the Parties who will communicate in good faith in
order to try and resolve the dispute.
If the parties fail to reach agreement in the structured negotiations within twenty one days either party
may then refer any dispute to litigation.
- 12. GENERAL MATTERS
The Customer agrees that any payment it is due to make to Ideal Utilities under the Agreement or
otherwise shall be paid within seven days of receiving demand for the same and that it enjoys no right of
set off, defence, counter claim or other reason to withhold or delay payment.
VAT is due to be paid on any amount owed by the Customer to Ideal Utilities.
If any term or provision of the Agreement is held invalid, illegal or unenforceable for any reason by any
court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall
continue in full force and effect as if the Agreement had been agreed with the invalid, illegal or
unenforceable provisions eliminated.
The Agreement constitutes the entire agreement between the parties and supersedes any previous
agreement or understanding. The Agreement may not be varied except in writing between the parties.
No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to
be a waiver of that right, and no waiver by either party of any breach by the other shall be considered as
a waiver of any subsequent breach of the same or any other provision.
The parties acknowledge and agree that the Agreement shall not establish or constitute any relationship
of partnership, joint venture, franchise or agency between the parties and except as otherwise expressly
provided or agreed neither party shall have the power to bind the other without the other’s prior written
consent.
The Customer agrees not to assign, mortgage, charge, transfer, subcontract, delegate, declare a trust
over or deal otherwise with any of its rights and obligations under this Agreement.
The Customer grants Ideal Utilities a fully paid-up, non-exclusive, royalty-free, non-transferable licence to
copy and modify any materials and information provided by to the Customer to a Supplier in relation to a
potential Contract.
Ideal Utilities will use its reasonable endeavours to deliver the Services in a timely manner but time shall
not be of the essence for performance of the Services.
The Customer agrees that Ideal Utilities does not incur any liability for delay in performing, or failure to
perform, any of its obligations as per this Agreement in the event such delay or failure result from partially
or entirely events, circumstances or causes beyond Ideal Utilities’ reasonable control.
Unless it expressly states otherwise this Agreement does not give rise to any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the Contract.
This Agreement shall be governed by the laws of England and Wales and the parties submit to the
exclusive jurisdiction of the courts of England and Wales.