Terms and Conditions

• INTERPRETATION

1.1 Definitions:

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

Commencement Date: has the meaning given in clause 3.1.

Commission Payment: The payment Purely Energy Ltd is entitled to receive from the Supplier as a result of the Customer entering into the Contract.

Conditions: these terms and conditions are set out in clause 1 to clause 8 (inclusive).

Contract: the contract between the Customer and Purely Energy Ltd for the supply of the Services incorporating the Letter of Authority and these Conditions.

Customer: the person or organisation who purchases Services and any agreed Value Added Services from Purely Energy Ltd.

Customer Breach: Any act or omission of the Customer that represents a breach of the terms of this Agreement by the Customer.

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.

Default Fee: Payment due from the Customer to Purely Energy Ltd in the event of a Customer Breach.

Letter of Authority: the letter of authority provided by Purely Energy Ltd to the Customer and executed by the Customer to authorise Purely Energy Ltd to negotiate with Utility Providers on behalf of the Customer.

Purely Energy Ltd: Purely Energy Ltd (Companies House Registration Number [13393163]), trading as Purely Energy.

Utility Providers: any provider or supplier of water, telecommunications, gas and/or electricity (which shall include any third-party provider of consumption data, including but not limited to Electralink and Xoserve).

Value Added Services: any additional services such as account management, bureau services, access to an online review portal, and discounted access to energy management platforms that are agreed between the parties.

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

(b) 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.

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

• COMMENCEMENT & TERM

2.1 The Contract shall commence on the Commencement Date and shall continue unless terminated earlier in accordance with its terms until either party gives the other not less than 30 days written notice to terminate.

2.2 The Letter of Authority is valid from the date it has been signed and shall continue until the later of (i) 12 months from that date or such renewal date pursuant to clause 2.3, (ii) such date as Purely Energy Ltd still requires authority to terminate an existing contract between the Utility Provider and the Customer, or (iii) termination of this Contract pursuant to clause 2.1.

2.3 The Letter of Authority shall renew on each anniversary of its date of expiry unless the Customer notifies Purely Energy Ltd in writing within thirty (30) days of the date of Purely Energy Ltd’s written notification to the Customer, providing the Customer with the option to opt out of such renewal.

• SUPPLY OF SERVICES

The Customer agrees that:

3.1 The Letter of Authority constitutes a request by the Customer to purchase Services in accordance with these conditions. This Contract shall come into existence (Commencement Date) when the Letter(s) of Authority signed by the Customer is received by Purely Energy Ltd.

3.2 In return for Purely Energy Ltd receiving the Commission Payment, Purely Energy Ltd shall supply the Services to the Customer from the date of execution of the Letter of Authority in accordance with this Contract.

3.3 In supplying the Services, Purely Energy Ltd shall perform the Services with reasonable care and skill.

3.4 Nothing in this Contract is intended to, nor shall be deemed to, establish any partnership or joint venture between the parties nor constitute any party the agent of the other party. The parties acknowledge and agree that Purely Energy Ltd is a supplier of Services and acts as an independent contractor to the Customer.

• CUSTOMER’S OBLIGATIONS

Your attention is particularly drawn to this clause.

4.1 The Customer shall:

(a) Comply at all times with these Conditions, as well as any applicable Terms & Conditions of any relevant Utility Provider, relating to any New Supply Contract;

(b) Co-operate and provide such assistance as Purely Energy Ltd may reasonably require from time to time in relation to the Services;

(c) Provide, in a timely manner, such information as Purely Energy Ltd may reasonably require and ensure that it is accurate in all material respects;

(d) Immediately inform Purely Energy Ltd if there is any change in the Customer’s circumstances and/or business, which may affect the provision of the Services;

(e) Not to 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 New Supply Contract whereby that Another Contract provides the Services, whether in whole or in part, to be provided under the New Supply Contract.

(f) Provide authority for Purely Energy Ltd to enter into discussions and/or arrangements with such Utility Providers as Purely Energy Ltd may determine (as further detailed in the Letter of Authority), and the Customer agrees that Purely Energy Ltd may supply any information, data, or documents that Purely Energy Ltd may receive from the Customer to any such Utility Provider; and

(g) Comply with the provisions of the Bribery Act 2010 and any other applicable legislation.

4.2 If the performance by Purely Energy Ltd of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, or employees, Purely Energy Ltd shall:

(a) Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay; and

(b) Be entitled to recover any additional costs, charges, or losses of Commission Payments Purely Energy Ltd sustains or incurs that arise directly or indirectly from any breach of the Customer’s Obligations, whether by action or omission under the Contract, together with any reasonably incurred costs associated with any recovery action.

The Default Fee shall entirely be at Purely Energy Ltd’s discretion and will be a payment:

Representing the Commission Payment (or such balance of the Commission Payment yet to be paid to Purely Energy Ltd) which Purely Energy Ltd would have received from the Utility Provider but is not received due to the Customer Breach, or A fixed amount of £500.

VAT is due to be paid on a Default Fee.

The Customer agrees that the Default Fee is due to be paid within seven days of receiving a demand for the same and that it enjoys no right of set-off, defence, counterclaim, or other reason to withhold or delay payment. The Customer agrees that the Default Fee, whether fixed or Commission Payment based, represents the reimbursement of loss suffered by Purely Energy Ltd resulting from the Customer's breach of these Conditions. It does not represent an unfair gain or windfall on the part of Purely Energy Ltd 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 Default Fee is due to be paid per this clause irrespective of any date or dates the Supplier may have been due to make the Commission Payment to Purely Energy Ltd.

• COMMISSION

Your attention is particularly drawn to this clause.

Purely Energy Ltd will receive a Commission Payment directly from the Utility Provider in the event that the Customer enters into a supply contract with any Utility Provider. The amount of commission will vary for each Utility Provider but will not exceed 3.0 pence per kWh for each supply meter. Purely Energy Ltd also have the option of receiving a commission from the clients chosen Utility Provider through the standing charge, this will vary for each Utility Provider but will not exceed 50.0 pence per day. Such commission will be included in the price or rates offered by the Utility Provider to the Customer, and the Utility Provider shall pay any such Commission Payment directly to Purely Energy Ltd.

Below is an illustrative example using simple figures to aid understanding: Basic Cost of Energy = 30p/kWh > TPI Commission = 2p/kWh > Your bill shows 32p/kWh (Paid to the supplier) > Supplier passes 2p/kWh to TPI, e.g., consumption 10,000kWh/annum, TPI receives £200.

Purely Energy Ltd will also receive introduction payments or other commissions from Value Added Services providers; these will also vary depending upon the commercial terms between Purely Energy Ltd and the provider. Such Commission Payments will be included in the cost of those services.

By entering into this Contract, the Customer confirms that it is aware that commissions will be payable directly to Purely Energy Ltd and waives any rights it may have to challenge such commissions now or in the future.

• LIMITATION OF LIABILITY

Your attention is particularly drawn to this clause.

6.1 Nothing in this Contract shall limit or exclude Purely Energy Ltd's liability for:

(a) death or personal injury caused by its negligence or the negligence of its personnel, agents, or subcontractors;

(b) fraud or fraudulent misrepresentation; and

(c) 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.

6.2 Subject to clause 6.1, Purely Energy Ltd shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings of costs of utilities (whether such anticipated savings were suggested or calculated by Purely Energy Ltd);

(e) loss of use or corruption of software, data, or information;

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

Should the Customer assert liability on the part of Purely Energy Ltd, then it must notify Purely Energy Ltd 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, 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, Purely Energy Ltd shall have no liability to the Customer. Purely Energy Ltd 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.

6.3 Subject to clause 6.1, the total liability of Purely Energy Ltd to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to 20% of the average annual commissions earned by Purely Energy Ltd under this Contract.

6.4 The conditions 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 the Contract.

• TERMINATION

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

(a) the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) 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; or

(c) 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.

7.2 On termination of this Contract for whatever reason:

(a) termination of the Contract shall not affect any of the parties rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination; and

(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

• GENERAL

8.1 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 results from events, circumstances, or causes beyond its reasonable control.

8.2 Assignment and other dealings.

(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights and obligations under this Contract without the prior written consent of Purely Energy Ltd.

(b) Purely Energy Ltd may at any time assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights under this Contract.

8.3 Confidentiality.

(a) Each party undertakes that it shall not at 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 8.3(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time