Let’s talk about your Energy

Empowering Business & The 3 sheikhs Ltd: terms and conditions

In these terms and conditions Empowering Business Ltd & The 3 sheikhs Ltd company registered number 12255394 whose registered office is 281 Westgate Road, Newcastle Upon

Tyne NE4 6AJ is referred to

as Empowering Business & The 3 sheikhs Ltd.

The customer of Empowering Business & The 3 sheikhs Ltd is referred to as the Customer

Definitions

“Agreement”: the contractual relationship between Empowering Business & The 3 sheikhs Ltd and the Customer as set out in these terms and conditions and

Letter of Authority.

“Breach Fee”: payment due from the Customer to Empowering Business & The 3 sheikhs Ltd & The 3 sheikhs Ltd in the event of a Customer Breach.

“Commencement Date”: has the meaning given in clause

1.

“Commission Payment”: the payment Empowering Business & The 3 sheikhs Ltd 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.

“Customer Breach”: any act or omission of the

Customer that represents a breach of the terms of this Agreement by the

Customer.

“Contract”: the contract entered into by you (or by us on your

behalf) with the Supplier for the supply of energy and as part of the Services

and any extensions to this Agreement.

“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 we will provide to you

including presenting you with details of a proposed supply contract(s) from one

(or a number) of Suppliers from our portfolio of suppliers for you to choose to

accept and as set out in the Letter(s) of Authority.

“Supplier”: the supplier that you chose 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 Empowering Business; 

(ii) in return for it requesting Empowering Business & The 3 sheikhs Ltd to provide the Services Empowering Business & The 3

sheikhs Ltd shall do so and shall supply the

Services to the Customer as per this Agreement; and

(iii) Empowering Business & The 3

sheikhs Ltd is not a price comparison

service. Although Empowering Business & The 3

sheikhs Ltd works with many suppliers of energy

it does not have access to every such supplier.

Empowering Business & The 3 sheikhs Ltd does not guarantee that it will arrange what a third party may

claim is the cheapest supply available. Empowering Business & The 3 sheikhs Ltd considers a number of factors when assessing which suppliers and which

supply contracts are best suited to the Customer.

Empowering Business & The 3 sheikhs 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 Empowering Business & The 3 sheikhs Ltd 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 Empowering Business & The 3 sheikhs Ltd may request from time to time;

(vi) to ensure that all information and documents provided to Empowering Business & The 3 sheikhs Ltd is complete, up to date and accurate at all times;

(v) to provide such assistance as Empowering Business & The 3 sheikhs Ltd may reasonably require from time to time in relation to the

Services

(vi) to immediately inform Empowering Business & The 3 sheikhs Ltd 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; and

(viii) 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 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 Empowering Business & The 3 sheikhs Ltd 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

Empowering Business’ 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 Empowering Business & The 3 sheikhs Ltd 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 Empowering Business & The 3 sheikhs Ltd 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 Empowering Business) which Empowering Business & The 3 sheikhs Ltd 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.

VAT is due to be paid on a Breach Fee.

The Customer agrees that the Breach Fee is due to 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.

The Customer agrees that the Breach Fee, whether fixed or

Commission based, represents the reimbursement of loss suffered by Empowering Business & The 3 sheikhs Ltd resulting from the Customer Breach. It does not represent an

unfair gain or windfall on the part of Empowering Business & The 3

sheikhs 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 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 Empowering Business.



4. 

            CHANGE OF TENANCY

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

to notify Empowering Business & The 3 sheikhs Ltd of a change of tenancy in the event of a change of tenancy (as

defined) and the consequences of failing to do so

Where a Customer enters into a contract through Empowering Business & The 3 sheikhs Ltd but 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” or “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.

Empowering Business’ fees are adjusted by a Supplier if a COT

occurs. It is therefore important that Empowering Business & The 3

sheikhs Ltd 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

Empowering Business, this may include (a non exhaustive list by way of example

only) a land sale contract/TR1,assignment of a lease or surrender certified by

the Customer’s solicitor. The written notice from the Customer must include a

letter from the Customer’s solicitor confirming the vacation of the premises is

a COT as set out above and provide sufficient detail to enable Empowering Business & The 3 sheikhs Ltd to satisfy itself as to the nature of the COT. Failure to so

notify Empowering Business & The 3 sheikhs Ltd in the event of a COT will incur a fee for the loss/reduction in

commission the supplier pays Empowering Business. In those circumstances Empowering Business & The 3 sheikhs Ltd reserves the right to charge the Customer a one off fee of £750

per meter or the total value of Commission Payment Empowering Business & The 3 sheikhs Ltd would have received in relation to the Contract per meter,

whichever is the higher figure. In calculating the said fee Empowering Business & The 3 sheikhs Ltd 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. 

            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; and

(ii) the liability of the Customer to Empowering Business & The 3 sheikhs Ltd 12in the event of a Customer Breach.

6. 

            COMMISSION PAYMENTS TO EMPOWERING BUSINESS

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

payments that will be made to Empowering Business

The Customer agrees and acknowledges the Commission Payment will

be due to be made to Empowering Business. 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 Empowering Business & The 3 sheikhs Ltd

7. 

            LIMITATION OF LIABILITY

The Customer’s attention is drawn to this clause: limits to the

liability of Empowering Business & The 3 sheikhs Ltd to the Customer

The Customer acknowledges and agrees that by entering into the

Contract the Customer contracts directly with the Supplier and not Empowering Business & The 3 sheikhs Ltd for the supply of energy. The Customer therefore further

acknowledges that Empowering Business & The 3

sheikhs Ltd 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 Empowering Business’

liability to the Customer where such liability arises from dishonesty on the

part of Empowering Business & The 3 sheikhs Ltd or death or personal injury on the part of the Customer. 

Empowering Business’ 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

Empowering Business. The Customer acknowledges and agrees that Empowering

Business’ 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 Empowering Business & The 3

sheikhs Ltd 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 Empowering Business & The 3 sheikhs Ltdthen it must notify Empowering Business & The 3

sheikhs Ltdin 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 Empowering Business & The 3 sheikhs Ltd shall have no liability to the Customer.

Empowering Business & The 3 sheikhs 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.

8.        DATA PROTECTION

Empowering Business & The 3 sheikhs Ltd 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 Empowering Business & The 3

sheikhs Ltd 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. 

9.        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.

10.      NOTICES

Any notice given to a party under or in connection

with this 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).

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; and

(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.

11.      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. If any such dispute cannot be settled amicably through

ordinary negotiations by the respective representatives the dispute shall be

referred to the senior representatives nominated by the Parties who will meet

(physically or virtually) in good faith in order to try and resolve the dispute.

If the dispute or difference is not resolved as a result of such

meetings either party may (at such meeting or within fourteen days of its

conclusion) propose to the other in writing that structured negotiations be

entered into with the assistance of a neutral adviser or mediator (the Adviser)

before resorting to litigation with costs shared equally.

If the parties fail to reach agreement in the structured

negotiations within twenty one days of the Adviser being appointed, either

party may then refer any dispute to litigation.

12.      GENERAL MATTERS

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 Empowering Business & The 3

sheikhs Ltda 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.

Empowering Business & The 3 sheikhs Ltdwill 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 Empowering Business & The 3

sheikhs Ltd 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 Empowering Business’ 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.