HFA Energy Consultancy Limited: terms and conditions
In these terms and conditions HFA Energy Consultancy Limited company registered number
whose registered office is One Trinity Green, Eldon Street, South Shields, NE33 1SA is
referred to as HFA.
The customer of HFA is referred to as the Customer
Definitions
“Agreement”: the contractual relationship between HFA and the Customer as set out in
these terms and conditions and Letter of Authority.
“Breach Fee”: payment due from the Customer to HFA in the event of a Customer Breach.
“Commencement Date”: has the meaning given in clause 1.
“Commission Payment”: the payment HFA 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 HFA 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 HFA 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 HFA’s 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 chooses 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 HFA;
(ii) in return for it requesting HFA to provide the Services HFA shall do so and shall supply
the Services to the Customer as per this Agreement; and
(iii) HFA is not a price comparison service. Although HFA works with many suppliers of
energy it does not have access to every such supplier.
HFA does not guarantee that it will arrange what a third party may claim is the cheapest
supply available. HFA considers a number of factors when assessing which suppliers and
which supply contracts are best suited to the Customer.
HFA 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 HFA 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 HFA may request from time to time;
(vi) to ensure that all information and documents provided to HFA is complete, up to date
and accurate at all times;
(v) to provide such assistance as HFA may reasonably require from time to time in relation to
the Services;
(vi) to immediately inform HFA 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 HFA; 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 HFA 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 HFA’s 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 HFA 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 HFA 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 HFA) which HFA 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 HFA resulting from the Customer Breach.
It does not represent an unfair gain or windfall on the part of HFA 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 HFA.
4.
CHANGE OF TENANCY
The Customer’s attention is drawn to this clause: the requirement to notify HFA of a
change of tenancy (as defined) and the consequences of failing to do so
Where a customer enters into a contract through HFA 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.
HFA’s fees are adjusted by a Supplier if a COT occurs. It is therefore important that HFA re
ceives 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 HFA, this may include (a non exhaustive list by way of example only) a land sale con
tract/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 HFA to satisfy itself as to the nature of the COT.
Failure to so notify HFA in the event of a COT will incur a fee for the loss/reduction in the
commission the supplier pays to HFA. In those circumstances HFA reserves the right to
charge the Customer a one off fee of £750 per meter or the total value of the Commission
Payment HFA would have received in relation to the Contract, whichever is the higher figure.
In calculating the said fee HFA will apply a discount percentage to reflect Commission Pay
ment 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 HFA
become involved in court proceedings then the Customer shall reimburse HFA’s legal
costs and expenses.
In the event of the Customer and HFA becoming party to any court proceedings for whatever
reason and howsoever commenced or caused the Customer shall reimburse HFA on de
mand on an indemnity basis for all legal costs and expenses incurred by HFA directly or indi
rectly 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 HFA in the event of a Customer Breach; and
(iii)in any event any liability of the Customer to make a payment to HFA of this
agreement.
7.
COMMISSION PAYMENTS TO HFA
The Customer’s attention is drawn to this clause: the commission payments that will
be made to HFA
The Customer agrees and acknowledges the Commission Payment will be due to be made
to HFA. 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 HFA
8.
LIMITATION OF LIABILITY
The Customer’s attention is drawn to this clause: limits to the liability of HFA to the
Customer
The Customer acknowledges and agrees that by entering into the Contract the Customer
contracts directly with the Supplier and not HFA for the supply of energy. The Customer
therefore further acknowledges that HFA 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 HFA’s liability to the Customer where such liability
arises from dishonesty on the part of HFA or death or personal injury on the part of the
Customer.
HFA’s 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 HFA.
The Customer acknowledges and agrees that HFA, 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.
loss of profits;
Subject to the above HFA 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 HFA then it must notify HFA 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 HFA shall have no liability to the Customer.
HFA 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
HFA 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 HFA 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 HFA 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 HFA.
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 HFA 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.
HFA 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 HFA 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 HFA’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.