UCR Terms & Conditions

Fusion PowerSolutions Ltd: terms and conditions

In these terms and conditions Fusion Power Solutions Ltd company registered number

13325462 whose registered office is 37 Crogen, Chirk, Wrexham, LL14 5BN

is referred to as Fusion Power Solutions.

The customer of Fusion Power Solutions is referred to as the Customer

Definitions

“Agreement”: the contractual relationship between Fusion Power Solutions and the

Customer as set out in these terms and conditions and Letter of Authority.

“Breach Fee”: payment due from the Customer to Fusion Power Solutions in the event of a

Customer Breach.

“Commencement Date”: has the meaning given in clause 1.

“Commission Payment”: the payment Fusion Power Solutions 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 Fusion Power Solutions 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 Fusion Power Solutions 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 Fusion Power Solutions 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 Fusion Power Solutions;

(ii) in return for it requesting Fusion Power Solutions to provide the Services Fusion Power

Solutions shall do so and shall supply the Services to the Customer as per this Agreement;

and

(iii) Fusion Power Solutions is not a price comparison service. Although Fusion Power

Solutions works with many suppliers of energy it does not have access to every such

supplier.

Fusion Power Solutions does not guarantee that it will arrange what a third party may claim

is the cheapest supply available. Fusion Power Solutions considers a number of factors

when assessing which suppliers and which supply contracts are best suited to the Customer.

Fusion Power Solutions 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 Fusion Power Solutions 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 Fusion Power Solutions may request

from time to time;

(vi) to ensure that all information and documents provided to Fusion Power Solutions is

complete, up to date and accurate at all times;

(v) to provide such assistance as Fusion Power Solutions may reasonably require from time

to time in relation to the Services;

(vi) to immediately inform Fusion Power Solutions 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 Fusion Power

Solutions; 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 whole or part of 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 Fusion Power Solutions 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 Fusion Power Solutions 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 Fusion Power Solutions 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 Fusion Power Solutions 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 Fusion Power Solutions) which Fusion Power Solutions 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 Fusion Power Solutions resulting from the

Customer Breach. It does not represent an unfair gain or windfall on the part of Fusion

Power Solutions 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 Fusion Power Solutions.

4. CHANGE OF TENANCY

The Customer’s attention is drawn to this clause: the requirement to notify Fusion

Power Solutions of a change of tenancy (as defined) and the consequences of failing

to do so

Where a customer enters into a contract through Fusion Power Solutions 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.

Fusion Power Solutions fees are adjusted by a Supplier if a COT occurs. It is therefore im-

portant that Fusion Power Solutions 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 Fusion Power Solutions, this may include (a non-exhaustive list by way of ex-

ample 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 Fusion Power Solutions to satisfy itself as to the nature of the COT.

Failure to so notify Fusion Power Solutions in the event of a COT will incur a fee for the

loss/reduction in the commission the supplier pays to Fusion Power Solutions. In those cir-

cumstances

Fusion Power Solutions reserves the right to charge the Customer a one off fee of £750 per

meter or the

total value of the Commission Payment Fusion Power Solutions would have received in

relation to the Contract, whichever is the higher figure. In calculating the said fee PreAction

Client 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. LITIGATION COSTS

The Customer’s attention is drawn to this clause: should the Customer and Fusion

Power Solutions become involved in court proceedings then the Customer shall

reimburse Fusion Power Solutions legal costs and expenses

In the event of the Customer and Fusion Power Solutions becoming party to any court pro-

ceedings for whatever reason and howsoever commenced or caused the Customer shall re-

imburse

Fusion Power Solutions on demand on an indemnity basis for all legal costs and expenses

incurred by

Fusion Power Solutions directly or indirectly in connection with those court proceedings.

6. 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 Fusion Power Solutions in the event of a Customer

Breach; and

(iii) in any event any liability of the Customer to make a payment to Fusion Power

Solutions of this agreement.

7. COMMISSION PAYMENTS TO FUSION POWER SOLUTIONS

The Customer’s attention is drawn to this clause: the commission payments that will

be made to Fusion Power Solutions

The Customer agrees and acknowledges the Commission Payment will be due to be made

to Fusion Power Solutions. 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 Fusion Power Solutions.

8. LIMITATION OF LIABILITY

The Customer’s attention is drawn to this clause: limits to the liability of Fusion Power

Solutions to the Customer

The Customer acknowledges and agrees that by entering into the Contract the Customer

contracts directly with the Supplier and not Fusion Power Solutions for the supply of energy.

The Customer therefore further acknowledges that Fusion Power Solutions 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 Fusion Power Solutions liability to the Customer

where such liability arises from dishonesty on the part of Fusion Power Solutions or death or

personal injury on the part of the Customer.

Fusion Power Solutions 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 Fusion Power Solutions.

The Customer acknowledges and agrees that Fusion Power Solutions, 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 Fusion Power Solutions 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 Fusion Power Solutions then it must notify

Fusion Power Solutions 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 Fusion Power Solutions shall have no liability to the

Customer.

Fusion Power Solutions 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.

9. DATA PROTECTION

Fusion Power Solutions 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 Fusion Power Solutions 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.

10. 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.

11. 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

(ii) if sent by email the Working Day after the email was sent.

12. 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.

13. GENERAL MATTERS

The Customer agrees that any payment it is due to make to Fusion Power Solutions 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 Fusion Power Solutions.

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 Fusion Power Solutions 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.

Fusion Power Solutions 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 Fusion Power Solutions 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

Fusion Power Solutions ’s 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.