Affiliated Utilities (AU) Terms of Agreement

Below you will find our terms and conditions of service for Affiliated Utilities Limited. These are the principal terms of agreement between you as our customer and us as your broker.

1. Definitions
   • “Agreement” means these terms and conditions of agreement between AU and the Customer.
   • “AU” means Affiliated Utilities Limited;
   • “Customer” means your organisation as a customer of AU, having duly appointed AU pursuant to clause 2 (below);
   • “LOA” means a letter of authority signed by You in the form set out at the front of this Agreement;
   • “Ofgem” means the Office for Gas and Energy Markets or their successor organisation;
   • “Preferred Supplier” means any Supplier that the Customer confirms it wishes to proceed to agree terms for the supply of energy/gas/water;
   • “Supplier” means a licenced supplier of energy/gas/water;
   • “Supply Contract” means a contract for the supply of energy/gas/water agreed (or to be agreed) between the Customer and the Supplier.

2. Appointment of AU
   • By either returning a signed Letter of Authority (LOA) to AU or by continuing to engage with AU’s products, services, or associated offerings after being informed of these Terms of Agreement, the Customer agrees to be bound by these Terms of Agreement.
   • In appointing AU, the Customer understand that AU is a broker and not a Supplier, acting as an intermediary between the Customer and any Supplier.
   • These Terms of Agreement constitute the entire agreement between the Customer and AU.
   • The Customer acknowledges that they have not relied upon any statement, promise, representation, assurance or warranty made or given by or on behalf of AU which is not included within these Terms of Agreement.

3. Products and Services
   • AU will provide the Services set out in this clause 3.1:
     • AU will collect and collate data from the Customer necessary to prepare a comparison of the energy market based upon the Customer’s energy consumption and other objectives and requirements communicated by the Customer to AU;
     • AU will manage a selection of not less than four Suppliers and prepare and provide a full market comparison of those Suppliers based upon the data collected from the Customer pursuant to clause 3.1.1.
     • Subject to the Customer’s confirmation that it wishes to proceed to agree terms for the supply of energy from one of AU’s selected Suppliers proposed pursuant to clause 3.1, AU shall make arrangements with that Preferred Supplier for the preparation of the required Supply Contract and provide the Supply Contract to the Customer for their approval and agreement.
     • AU will serve any required termination notices related to the Customer’s existing contract(s) for the supply of energy;
     • AU will offer the Customer additional services, including but not limited to bill validation services and tenant re-billing services (“Additional Services”). Should the Customer require AU to supply any Additional Services then it is acknowledges by the parties that these will be supplied subject to the terms and conditions set out in this Agreement, notwithstanding that there may be required a separate form of agreement for the provision of such Additional Services.

4. Customer’s Obligations
   • The Customer shall provide such information and documentation as AU reasonably request in order that AU can deliver the Services in a timely manner;
   • The Customer warrants that any information supplied to AU is accurate;
   • The Customer shall promptly inform AU of significant operational changes that may affect any Supply Contract or the provision of the Services. This includes, but is not limited to, changes in tenancy, significant alterations in energy demand, and changes in business ownership or financial status.
   • Upon conclusion of a Supply Agreement with a given Supplier (the “Incumbent Supplier”), the Customer shall not approach the Incumbent Supplier directly for a renewal of that Supply Agreement or otherwise engage with the Incumbent Supplier for further Supply Agreement and agrees that all renewals with the Incumbent Supplier shall be arranged by AU. Nothing i this clause 4.4. shall prevent the Customer from seeking alternative quotes or services from other Suppliers or providers of services similar to those provided by AU.

5. Fees and Commissions
   • The Customer acknowledges and accepts AU’s remuneration for the Services is paid in the form of commissions paid by Suppliers factored into the unit rates charged to the Customer.
   • The Customer hereby gives their consent to AU to the receipt of commission from any Supplier in connection with the arrangement by AU of a Supply Contract with a Preferred Supplier.
   • AU commits to transparency regarding commission amounts which will be made available upon the Customer’s written request[1].
   • Where the Customer is a microbusiness (as may be defined by Ofgem from time to time), commission values will be clearly detailed in accordance with any Ofgem guidelines published from time to time[i].

6. Data Protection
   • AU shall only obtain, hold, process, use, store and disclose personal data as required in order to deliver the Services and at all times in accordance with the provisions set out in the LOA.
   • AU will at all times act in accordance with Data Protection Legislation.
   • For the purposes of this Agreement, “Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the protection and handling of personal data and the privacy of electronic communications, including, without limitation:
     • any data protection legislation from time to time in force in the United Kingdom including the Data Protection Act 2018 or any successor legislation, as well as;
     • the General Data Protection Regulation ((EU) 2016/679) as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019,
   • together with the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and other data protection or privacy legislation in force from time to time in the United Kingdom;

7. Limitation of Liability
   • General Liability: AU shall not be liable for any loss or damage suffered by the Customer, except where such loss or damage arises from AU’s negligence or wilful misconduct. This includes direct, indirect, or consequential losses arising in connection with the services provided under this Agreement.

• Interruptions and Delays: AU shall not in any circumstances be liable for any interruptions in the supply of energy or any delays in the process of procurement of Supply Contracts. The Customer acknowledges and accepts that Suppliers may charge excessive out-of-contract rates from the date of termination or expiry of a Supply Contract. The Customer further acknowledges and accepts that there may be occasions where a Supply Contract that has been submitted by AU to a chosen Supplier will not commence at the point of termination or expiry of the Customer’s previous Supply Contract and that the Customer may, in such circumstances, be exposed to excessive out-of-contract rates for the supply of energy/gas/water. AU will not be held responsible for any such additional costs incurred or suffered by the Customer for any act or omission on the part of any Supplier or the Customer, including any delay or non-transfer of the Supply, or otherwise any failure for any Supply Contract not being in force to the extent that the Customer incurs additional costs or losses.
• Cap on Liability: The total liability of AU to the Customer for any and all claims shall not exceed the amount of commission received by AU for the Supply Contract in question or £1000, whichever is lower. This cap does not apply to liabilities that cannot lawfully be limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

8. Acknowledgement of Risks:
   • The Customer acknowledges that energy markets are volatile and that notwithstanding AU’s commitment to facilitate the best possible contract terms based on information available at the time, AU cannot guarantee specific outcomes from the Services and specifically offers no guarantees that in delivering the Services, AU will (or will be able to) secure the best deal available on the market for the supply of energy for the Customer.
9. Good Faith and Reasonable Efforts
   • AU will act in good faith and use reasonable efforts in providing its services to the Customer. AU’s liability for misrepresentations, missed communications, or unclear instructions is limited to situations of negligence or failure to act according to professional standards.

10. Regulatory Compliance
    • The Customer is responsible for ensuring their compliance with applicable laws and regulations relating to energy supply. AU agrees to conduct its business in accordance with all relevant laws and regulations.

11. Additional Provisions
    • Severability: If any part of this Agreement is found to be invalid or unenforceable under applicable law, such part will be ineffective to the extent of such invalidity or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement.
    • Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
    • Amendment of Agreement: This Agreement may be amended only in writing and with the mutual consent of both parties. AU will notify the Customer of any proposed changes and will not implement such changes without the Customer’s agreement.
    • Waiver: no waiver or delay by either party to exercise any right or remedy provided in this Agreement or by law shall constitute a waiver of that right or remedy nor shall it prevent or restrict the further exercise of that right or remedy. Rights and Remedies: The rights and remedies of the Parties provide under this Agreement are in addition to, and not exclusive of, any of its and remedies provided by law.
    • No partnership or agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Customer and AU, nor constitute any Party as the agent the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
    • Entire Agreement: this Agreement constitutes the entire agreement between the Customer and AU and supersedes and extinguishes all previous agreements, promises, assurance, warranties, representations and undertakings between them, whether orally or in writing, relating to its subject matter.
    • Third Party Rights: this Agreement does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to any party who is not a party to this Agreement.

[1] Please note that such request should be made in writing to the account manager who dealt with the Customer’s original enquiry and facilitated the formation of this Agreement with the Customer.

[i] At the time of publication these can be found at Third Party Intermediaries: what your microbusiness needs to know | Ofgem