Flex Contract Terms

These Flex Contract Terms (Flex Terms) govern the relationship between Purely Energy Ltd (Purely Energy, we, us) and any business (you, your, the Customer) that engages our flexible energy trading service, marketed as Purely Flex.

Flex Contracts are wholesale-linked supply arrangements under which the commodity element of your gas or electricity supply is purchased in tranches over time, against a strategy agreed between you and Purely Energy, rather than fixed at the point of contract signature. They are designed for businesses that want active management of wholesale price risk.

Flex Contracts are sophisticated procurement instruments. By accepting these Flex Terms you confirm that you understand the product, that wholesale prices can move materially against you as well as in your favour, and that you have authority within your organisation to enter into the arrangement.

Purely Energy Ltd is a private limited company registered in England and Wales (company number 13393163), VAT number 449820074, with its registered office at 810 Sterling House, Mandarin Court, Warrington, England, WA1 1GG.

We act as an independent commercial energy broker and Third Party Intermediary (TPI). We are not a licensed energy supplier and we do not take title to gas or electricity. Under a Flex Contract, the licensed Supplier remains the counterparty to your supply contract. We co-ordinate the trading instructions, strategy, reporting and ongoing account management on your behalf.

In these Flex Terms the following definitions apply:

• Basket: a pooled flex arrangement in which several customers share a single trading strategy and a single set of executed prices for the relevant tranches.
• Cessation Event: an event listed in clause 17 that suspends or removes our authority to issue trading instructions on your behalf.
• Flex Contract: a supply contract between you and a Supplier under which the commodity element is purchased in tranches over a defined Trading Window.
• Letter of Authority or LoA: the written authority you give us to act on your behalf in relation to your Sites and Suppliers.
• Site: a metering point covered by the relevant Flex Contract.
• Strategy: the trading parameters, benchmarks, risk limits and execution rules agreed between you and Purely Energy and recorded in the Strategy Document.
• Strategy Document: the written record of your Strategy, signed by you and counter-signed by us, as varied from time to time under clause 20.
• Supplier: the licensed gas or electricity supplier that is the counterparty to the relevant Flex Contract.
• Tranche: a discrete proportion of the volume under your Flex Contract that is priced on a single trading day at the wholesale market price for the relevant period.
• Trading Window: the period during which Tranches may be executed for a given delivery period.

You appoint Purely Energy to act as your flex trading agent and broker for the Sites listed in your Strategy Document. The appointment includes:

• designing and maintaining the Strategy with you, including benchmarks, tranche structure, risk limits and review cadence;
• issuing trading instructions to the Supplier on your behalf, within the parameters of the Strategy;
• monitoring the wholesale market and notifying you when an agreed trigger or review point is reached;
• validating Supplier confirmations, invoices and pass-through charges against executed Tranches;
• preparing periodic performance reports and chairing strategy reviews.

The scope is limited to the Sites and products recorded in your Strategy Document. Any new Sites, additional commodities or material changes in volume must be added by written amendment.

You will sign a Letter of Authority that authorises us to act in respect of the relevant Sites. The LoA does not transfer contractual liability for the Flex Contract: you remain the contracting party with the Supplier.

Your Flex Contract sits inside the Supplier’s flex framework agreement, which sets the operational rules for tranche execution (including cut-off times, minimum tranche sizes, available products and the reference price source). We will share the relevant framework rules with you and reflect them in the Strategy Document.

The Strategy Document is the operational rulebook for your Flex Contract. It will record at least:

• the delivery periods and total volume in scope;
• tranche structure (number, minimum and maximum size, rolling vs. fixed schedule);
• benchmarks (such as a budget rate, a moving-average target, or a comparable fixed reference);
• risk limits (stop-loss, maximum unhedged percentage, hedge ratio at defined points before delivery);
• delegated authority levels (which decisions Purely Energy can execute without further reference to you, and which require written sign-off);
• review cadence and named decision-makers on both sides.

We will only execute Tranches that fall within the Strategy. If a market event places the Strategy outside its parameters, we will pause execution and contact you for instructions without undue delay.

Tranches are executed against wholesale market prices observed on the trading day, captured at the reference time set in the Supplier’s framework. Once a Tranche is confirmed by the Supplier it is binding on you and cannot be unwound, save where the Supplier itself withdraws or corrects the trade under its framework rules.

We will record every trading instruction we issue on your behalf, the time of issue, the executing trader and the resulting Supplier confirmation. This audit trail is available to you on request.

Where you participate in a Basket, your share of each executed Tranche is allocated pro rata to your in-scope volume for the relevant delivery period. Basket allocations are documented in the relevant trade confirmation.

You acknowledge and accept that:

• wholesale gas and electricity prices are volatile and may rise or fall significantly during the Trading Window;
• a Flex Contract does not protect you from price increases. Its purpose is to give you tools to manage timing and exposure, not to guarantee a lower price than a fixed-price alternative;
• past performance, indicative budget rates, scenario analyses and forecasts shared by Purely Energy are illustrative and not a representation that any particular outcome will be achieved;
• decisions to execute, hold or close out Tranches involve judgement under uncertainty. Even Strategy-compliant decisions may, with hindsight, prove sub-optimal;
• a Flex Contract is not a regulated investment product. We do not provide financial, legal, tax or accounting advice. You are responsible for taking your own advice on those matters.

Under most Flex Contracts, non-commodity charges (such as network costs, balancing services, capacity market levies, Climate Change Levy and renewable obligations) are passed through at cost rather than fixed. The applicable charge set is governed by the Supplier’s framework and by industry rules, and is subject to change by Government, Ofgem, Elexon, National Gas, the ESO and the relevant network operators.

We will provide forecasts of pass-through charges through our NCC Intelligence service or equivalent, and reconcile actual charges against forecasts as part of our regular reporting. Forecasts are estimates and not guarantees.

Unless we agree otherwise in the Strategy Document, you can expect:

• written confirmation of every executed Tranche within one business day of Supplier confirmation;
• a monthly position report showing hedged volume, average price to date, exposure to the budget benchmark and progress against risk limits;
• a quarterly strategy review meeting with our flex desk and account management team;
• market commentary through the Purely Energy market feed and Morning Brief publications.

Time-sensitive trading communications will be in writing (email or portal message). Verbal instructions are accepted in exceptional circumstances and confirmed in writing the same day. Strategy changes must always be in writing.

Our remuneration for the Flex Contract is disclosed in your Strategy Document. Depending on the arrangement, it may take one or more of the following forms:

• a per-unit uplift (in pence per kWh or pounds per MWh) recovered through the Supplier’s invoice;
• a fixed annual or monthly retainer invoiced directly by Purely Energy;
• a one-off implementation fee for setting up the Strategy and onboarding the Sites.

We disclose all fees in writing before you commit to a Flex Contract, in line with Ofgem’s rules on broker transparency. Fees do not change during the term of the Flex Contract without your written agreement.

Where we are paid by the Supplier, that payment does not influence which Suppliers we recommend or how Tranches are executed. Our duty is to apply the Strategy.

You agree to:

• give us accurate Site information, expected consumption profiles, MPAN and MPRN data, half-hourly data where available, and prompt notice of any material change (new sites, divestments, large process changes);
• keep at least one named decision-maker available during the Trading Window and respond promptly to instructions or queries that require your sign-off;
• pay Supplier invoices on the contractual due date. Non-payment may trigger Supplier action that limits or removes our ability to trade on your behalf;
• notify us immediately if you become aware of any change in your authority to enter into Flex Contracts or any insolvency-related event affecting your business.

We maintain a Conflicts of Interest register and a Chinese wall between client-facing strategy work and any panel management activity. Where a potential conflict could affect trading on your behalf (for example a Basket containing customers with materially different risk profiles), we will disclose it in writing and, where reasonably possible, offer you an alternative arrangement.

Trading instructions, Strategy parameters, executed prices, position reports and consumption data are confidential between you and Purely Energy, save where disclosure is required to operate the Flex Contract (Supplier, network operators, regulators) or by law.

We process your personal and business data in accordance with our Privacy Policy. Aggregated, anonymised insights derived from flex activity may be used in our market commentary, provided no individual customer can be identified.

Nothing in these Flex Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited.

Subject to the paragraph above, our total aggregate liability to you under or in connection with a Flex Contract is capped at the greater of £25,000 or the total fees and commissions received by Purely Energy from you and your Supplier in respect of that Flex Contract during the twelve months preceding the event giving rise to the claim.

We will not be liable for indirect or consequential losses, loss of anticipated savings, loss of contract, loss of profit, loss of revenue, loss of goodwill, or for adverse movements in wholesale energy prices, save where caused by our gross negligence or wilful misconduct.

We are not liable for the acts or omissions of any Supplier, network operator, exchange, settlement system or Government-mandated levy. Supplier failure, framework changes or industry rule changes are matters between you and the Supplier under the Flex Contract itself.

You will indemnify Purely Energy against any loss, claim or expense arising from:

• inaccurate Site, consumption or authority information you have given us;
• your failure to pay Supplier invoices when due;
• any third-party claim that you did not have authority to enter into the Flex Contract.

The following are Cessation Events on which we may immediately suspend or stop issuing trading instructions on your behalf, without liability for any resulting unhedged exposure:

• your Supplier withdraws or limits our trading rights;
• your account with the Supplier is in arrears or you are subject to a credit hold;
• you become subject to insolvency, administration, receivership or analogous proceedings;
• the relevant wholesale market is suspended, halted or subject to extreme conditions that make Strategy-compliant execution impossible;
• there is a material change of control or authority on your side that we have not yet been able to verify.

We will notify you of a Cessation Event in writing as soon as reasonably practicable and explain the practical effect on your position.

Either party may terminate the appointment under these Flex Terms by giving 30 days’ written notice, with effect from the end of the relevant Flex Contract delivery period. Termination during a delivery period does not unwind Tranches already executed.

Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 14 days of being notified, or becomes insolvent.

On termination, Purely Energy will hand over the audit trail, outstanding strategy documentation and the position report to you or to a nominated successor broker, on payment of any outstanding fees.

Neither party is liable for failure or delay in performing obligations under these Flex Terms (other than payment obligations) caused by events beyond its reasonable control, including industrial action, war, terrorism, civil emergency, pandemic, fire, flood, severe weather, Government action, regulator intervention, market suspension or third-party infrastructure failure. The affected party will notify the other promptly and use reasonable efforts to resume performance.

Routine updates to the Strategy Document (such as adding a Tranche, adjusting a stop-loss, or rolling a benchmark) take effect on email confirmation between named decision-makers on both sides. Material changes (commercial terms, scope of Sites, fee structure) require a written amendment signed on behalf of both parties.

We may update these Flex Terms by giving you at least 30 days’ written notice. The version applicable to your Flex Contract is the version in force on the date of the relevant trading instruction.

Notices to Purely Energy under these Flex Terms must be sent to the registered office above and, in parallel, to info@purelyenergy.co.uk. Notices to you will be sent to the address and email recorded in your Strategy Document. Day-to-day trading communications continue to flow through the named operational contacts on both sides.

You may not assign or transfer your rights or obligations under these Flex Terms without our prior written consent, which will not be unreasonably withheld. We may assign these Flex Terms to a successor business, or subcontract specific operational functions (such as IT or analytics) to qualified third parties acting under appropriate confidentiality and data-protection obligations. Subcontracting does not relieve us of our responsibilities to you.

These Flex Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to recover unpaid sums or to protect our intellectual property in any competent jurisdiction.

If something goes wrong, please contact us at info@purelyenergy.co.uk or call 0161 521 3400. We will acknowledge complaints within five business days and aim to resolve them within four weeks.

If your complaint is unresolved after eight weeks, or if we issue a deadlock letter sooner, you may refer it free of charge to the Energy Ombudsman, an independent dispute resolution scheme. Full details are in our Complaints Procedure.

For questions about these Flex Terms or about Purely Flex generally, contact our flex desk: