Customer Terms and Conditions

These terms apply to every Letter of Authority signed in favour of INTELLIGENT GAS AND POWER LTD. They create binding obligations on the Customer, including fees that become payable to IGP if a supply contract arranged by IGP fails or ends early.

INTELLIGENT GAS AND POWER LTD is registered in England and Wales under company number 11692637. Its registered office is Unit 10 Easter Park, Baker Road, Cramlington, Northumberland, NE23 1WQ. VAT number 312859694.

The Customer’s attention is drawn in particular to clauses 4 (Commission), 6 (Change of Tenancy), 7 (Consumption Shortfall), 8 (Lost Commission Fee), 9 (Limitation of Liability), 10 (Indemnity, Costs and Interest) and 15 (Non-solicitation).

1. Interpretation

1.1 In these Conditions the following definitions apply.

1.2 A reference to legislation includes it as amended or re-enacted and any subordinate legislation made under it.

1.3 Words following “including”, “include” or “in particular” are illustrative and do not limit the words before them.

1.4 “Writing” and “written” include email.

1.5 Headings do not affect interpretation.

2. Commencement and duration

2.1 The signed Letter of Authority is the Customer’s offer to buy the Services on these Conditions. The Contract starts when IGP receives the signed Letter of Authority.

2.2 These Conditions apply to the exclusion of any other terms the Customer seeks to impose, and of any terms implied by trade, custom or course of dealing.

2.3 Before any Energy Contract has been agreed, the Customer may end the Contract by giving IGP at least 30 days’ written notice.

2.4 Once an Energy Contract has been agreed, the Customer may not end the Contract in relation to that Energy Contract until it has expired. The Contract otherwise continues until ended under clause 11.

2.5 Ending the Contract, or withdrawing a Letter of Authority, does not affect IGP’s right to Commission on any Energy Contract agreed before that date, or the Customer’s obligations under clauses 4 to 10.

3. Our services

3.1 IGP will provide the Services with reasonable care and skill.

3.2 IGP is not a price comparison service. It works with a panel of Utility Providers but does not have access to every supplier or every tariff. IGP does not guarantee that any offer it presents is the cheapest available.

3.3 When recommending an offer IGP considers a range of factors, including price, contract length, product type, the Utility Provider’s service, the Customer’s credit position, metering and risk appetite. Price is one factor among several.

3.4 The offers available to the Customer may be limited by matters outside IGP’s control, including the Customer’s credit rating, payment method, meter type, location and load.

3.5 All prices, quotes and comparisons provided by IGP are indicative only. They do not form an offer and are not guaranteed until the Utility Provider has confirmed them in writing. Quotes are valid only for the period the Utility Provider states.

3.6 Any savings figure provided by IGP is an estimate. Actual costs depend on the Customer’s consumption, third party charges and changes in law or regulation.

3.7 Dates for performance are estimates only. Time is not of the essence.

3.8 The Customer contracts directly with the Utility Provider for its supply. IGP is not a party to any Energy Contract and is not responsible for the Utility Provider’s performance, billing or charges.

3.9 IGP acts as an independent intermediary. Nothing in the Contract creates a partnership, joint venture or fiduciary relationship between IGP and the Customer, save that IGP may act as the Customer’s agent for the limited purposes set out in the Letter of Authority.

4. Commission

The Customer’s attention is drawn to this clause.

4.1 IGP is paid by Commission from the Utility Provider. The Customer acknowledges and agrees that IGP will receive Commission on every Energy Contract, including any renewal, extension or variation of it.

4.2 Commission is included in the unit rate and/or standing charge of the Energy Contract. For example, if the Utility Provider’s base price is 15.5p per kWh and IGP’s uplift is 0.8p per kWh, the Customer’s unit rate is 16.3p per kWh. On 40,000 kWh a year over a three year contract, IGP’s Commission would be 0.8p x 40,000 x 3 = £960.

4.3 IGP sets its uplift by reference to the size, term and risk of the contract, including the Customer’s credit position. The uplift will vary between contracts and between Utility Providers.

4.4 The Utility Provider may pay Commission monthly in arrears, annually, or up to 100% in advance of the supply start date. Payments in advance are subject to reconciliation against actual consumption.

4.5 IGP will tell the Customer the Commission it expects to receive on any offer if the Customer asks before signing the Energy Contract. Where a Utility Provider is required to show broker costs on contracts or bills, that information will also be available from the Utility Provider.

4.6 By signing the Letter of Authority the Customer confirms that it has been told how IGP is paid, that it has had the opportunity to ask for the amount of Commission, and that it gives its informed consent to IGP receiving Commission from the Utility Provider.

4.7 The Customer agrees that IGP is entitled to keep all Commission paid to it, and that IGP owes the Customer no duty to account for Commission.

4.8 The Customer will not pay IGP any fee for the Services other than Commission, except for the fees and sums set out in clauses 6 to 10, or as otherwise agreed in writing.

5. Customer’s obligations

5.1 The Customer warrants that the person signing the Letter of Authority is authorised to bind it, and that it is the occupier responsible for the supply at each Site.

5.2 The Customer shall:

(a) co-operate with IGP in all matters relating to the Services and not hinder, prevent or delay them;

(b) provide promptly all information, documents and access IGP reasonably requests, and ensure it is complete and accurate;

(c) tell IGP in writing immediately of any change in its circumstances that may affect the Services or an Energy Contract, including any planned sale, closure, vacation, change of ownership or control, insolvency event, or material change in consumption;

(d) comply with the terms of each Energy Contract, including paying the Utility Provider in full and on time and meeting any credit or security requirements;

(e) comply with the Bribery Act 2010 and all other applicable law; and

(f) allow IGP to share its information with Utility Providers, industry databases and credit reference agencies for the purposes of the Services.

5.3 The Customer shall not, without IGP’s prior written consent:

(a) cancel, terminate, amend, assign or transfer any Energy Contract, or allow it to fail to start supply;

(b) enter into any other contract for the supply of the same utility to the same Site for any part of the term of an Energy Contract (a duplicate contract), including through a change of tenancy or change of occupier;

(c) instruct, request, permit or encourage any Utility Provider to withhold, reduce, delay or reclaim any Commission; or

(d) within 12 months of IGP presenting an offer from a Utility Provider, enter into a contract with that Utility Provider for the same Site other than through IGP.

5.4 The Customer consents to IGP contacting it by telephone, email and post about the Services, future renewals and related products until the Customer tells IGP in writing that it no longer wishes to be contacted for marketing purposes.

5.5 If IGP’s performance is prevented or delayed by any act or omission of the Customer, IGP may suspend the Services until the Customer remedies it. IGP is not liable for any resulting loss. The Customer shall reimburse IGP on demand for any costs, losses or lost Commission caused by it.

6. Change of Tenancy

The Customer’s attention is drawn to this clause.

6.1 A Change of Tenancy may cause the Utility Provider to end the Energy Contract and reduce or reclaim IGP’s Commission.

6.2 The Customer must give IGP written notice of any Change of Tenancy at least 14 Business Days before it vacates the Site.

6.3 The notice must include evidence satisfactory to IGP that a genuine Change of Tenancy has occurred. Suitable evidence includes a completed transfer (TR1) or sale contract, a deed of surrender or assignment of lease, the name and contact details of the incoming occupier, and closing meter readings with photographs. IGP may also require a letter from the Customer’s solicitor confirming the change.

6.4 If the Customer fails to comply with clauses 6.2 and 6.3, or if the change is not a genuine Change of Tenancy (for example because the incoming occupier is connected with the Customer), the Lost Commission Fee is payable under clause 8.

6.5 The Customer must also tell the Utility Provider of the Change of Tenancy as its Energy Contract requires. IGP is not responsible for any charges the Utility Provider raises because the Customer did not do so.

7. Consumption shortfall

The Customer’s attention is drawn to this clause.

7.1 IGP’s Commission is calculated on the Estimated Consumption. The Customer is responsible for the accuracy of any consumption information it gives IGP or the Utility Provider.

7.2 If the Customer’s actual consumption at a Site, as confirmed by the Utility Provider, is more than 20% below the Estimated Consumption over the term of the Energy Contract or over any contract year, the Customer shall pay IGP on demand an amount equal to the Commission IGP would have received on the consumption between the actual consumption and 80% of the Estimated Consumption.

7.3 IGP may invoice under clause 7.2 at the end of each contract year, at the end of the Energy Contract, or when the Utility Provider reconciles or reclaims Commission, whichever is earliest.

7.4 Where a Lost Commission Fee is payable under clause 8 for a Site, no further payment is due under this clause for that Site for the same period.

8. Lost Commission Fee

The Customer’s attention is drawn to this clause. It sets out a fee the Customer must pay if IGP loses Commission because of the Customer.

8.1 The Lost Commission Fee is payable by the Customer if:

(a) an Energy Contract fails to start supply for any reason other than IGP’s breach or the Utility Provider’s sole default;

(b) the Customer cancels, withdraws from or terminates an Energy Contract after accepting the Utility Provider’s offer, including during any cooling off period;

(c) the Utility Provider terminates, suspends or reduces an Energy Contract because of the Customer’s non-payment, credit position, insolvency or other default;

(d) the Customer breaches clause 5.3;

(e) a Change of Tenancy occurs and the Customer has not fully complied with clause 6, or the change is not a genuine Change of Tenancy; or

(f) IGP ends the Contract under clause 11.1.

8.2 The Lost Commission Fee for each affected Site is the higher of:

(a) the Commission IGP would have received over the full term of the Energy Contract, calculated on the Estimated Consumption, less any Commission IGP has already received and is entitled to keep; and

(b) £750 per meter point.

Where the fee arises from a breach of clause 5.3(b) or 5.3(d), the Commission in clause 8.2(a) is calculated as if the contract the Customer entered into had been arranged by IGP at the uplift IGP quoted.

8.3 VAT is added to the Lost Commission Fee where chargeable.

8.4 The Lost Commission Fee is payable within 14 days of the date of IGP’s invoice. It is payable whether or not the date on which the Utility Provider would have paid the Commission has passed. The Customer shall pay it in full without any set off, counterclaim, deduction or withholding.

8.5 The Customer acknowledges that IGP commits time and cost to sourcing, negotiating and administering each Energy Contract before any Commission is paid, and that IGP has a legitimate interest in recovering that investment. The Lost Commission Fee is a fair and proportionate measure of IGP’s loss and is not a penalty.

8.6 If the Utility Provider later pays IGP any Commission covered by a Lost Commission Fee the Customer has paid, IGP will refund the overlapping amount.

8.7 This clause survives the end of the Contract.

9. Limitation of liability

The Customer’s attention is drawn to this clause.

9.1 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

9.2 Subject to clause 9.1, IGP shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

(a) loss of profits, sales, business or revenue;

(b) loss of agreements or contracts;

(c) loss of anticipated savings, whether or not IGP suggested or calculated those savings;

(d) loss of or damage to goodwill;

(e) loss or corruption of data or information;

(f) wasted management or staff time; or

(g) indirect or consequential loss.

9.3 Subject to clause 9.1, IGP shall not be liable for:

(a) any act, omission, billing error, price, charge or failure of a Utility Provider or any other third party;

(b) movements in wholesale energy prices, or changes in third party, network or government charges, taxes or levies;

(c) any deemed, out of contract or variable rates charged because the Customer did not provide information, sign documents or accept an offer in time, or chose not to follow IGP’s recommendation; or

(d) any loss caused by the Customer’s breach of the Contract or of an Energy Contract.

9.4 Subject to clause 9.1, IGP’s total aggregate liability arising under or in connection with the Contract, however arising, shall not exceed the higher of 20% of the average annual Commission received by IGP under the Contract and £500.

9.5 IGP shall have no liability for any claim unless the Customer notifies IGP in writing within six months of the date on which the Customer became aware, or ought reasonably to have become aware, of the event giving rise to the claim. The notice must identify the event and the grounds for the claim in reasonable detail and include copies of all relevant documents.

9.6 Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.7 This clause survives the end of the Contract.

10. Indemnity, costs and interest

The Customer’s attention is drawn to this clause.

10.1 The Customer shall indemnify IGP, its officers, employees and agents against all claims, losses, liabilities, damages, costs and expenses (including legal fees) arising out of or in connection with:

(a) any breach of the Contract by the Customer;

(b) any inaccurate or incomplete information supplied by the Customer;

(c) the Customer’s dealings with any Utility Provider, including any dispute about supply, billing or payment; and

(d) any claim by a third party arising from the Customer’s acts or omissions.

10.2 The Customer shall pay on demand, on an indemnity basis, all costs and expenses IGP incurs in recovering any sum due under the Contract, including legal fees, court fees and debt collection charges.

10.3 In any legal proceedings between IGP and the Customer in which IGP succeeds in whole or in part, the Customer shall reimburse IGP’s legal costs and expenses on an indemnity basis.

10.4 If the Customer fails to pay any sum due to IGP on time, IGP may charge interest on the overdue amount at 8% a year above the Bank of England base rate from the due date until payment, accruing daily. IGP may instead claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

10.5 This clause survives the end of the Contract.

11. Termination and suspension

11.1 IGP may end or suspend the Contract, in whole or for any Site, with immediate effect by written notice if:

(a) the Customer commits a breach of the Contract that cannot be remedied, or fails to remedy a breach within 7 days of being notified in writing;

(b) the Customer takes any step towards administration, liquidation, a voluntary arrangement or moratorium with its creditors, has a receiver appointed, or ceases or threatens to cease trading;

(c) there is a change of control of the Customer (as defined in section 1124 of the Corporation Tax Act 2010); or

(d) IGP reasonably suspects the Customer of fraud or of providing false information to IGP or a Utility Provider.

11.2 The Customer may end the Contract by written notice if IGP commits a material breach and fails to remedy it within 30 days of being notified in writing, or if IGP becomes insolvent. Clause 2.4 otherwise applies.

11.3 On the Contract ending for any reason:

(a) all sums owing to IGP become payable immediately;

(b) IGP is released from its obligations to provide further Services;

(c) rights and remedies that have accrued, including IGP’s right to Commission on Energy Contracts already agreed and to the Lost Commission Fee, are not affected; and

(d) clauses 4, 5.3, 6 to 10, 13, 14, 15 and 16 continue in force.

12. Complaints and dispute resolution

12.1 IGP is a member of the Energy Broker Alternative Dispute Resolution Scheme operated by Ombudsman Services: Energy, registration number C35INTE03.

12.2 Complaints should be made to IGP by phone on 01670 333330, by email to help@intelligentgas.co.uk, or by post to the address above. IGP aims to resolve complaints within 10 working days. Full details are in IGP’s Complaints Policy.

12.3 If IGP has not resolved a complaint within eight weeks, or has issued a deadlock letter, a Customer that is eligible under the scheme rules may refer the complaint to Ombudsman Services: Energy free of charge. Details are at www.ombudsman-services.org.

12.4 For any other dispute, the parties shall first try to resolve it through negotiation between senior representatives. If it is not resolved within 21 days, either party may propose mediation with costs shared equally. If mediation is not agreed or does not resolve the dispute within 21 days of the mediator’s appointment, either party may issue court proceedings.

12.5 Nothing in this clause prevents IGP from issuing proceedings at any time to recover any sum due to it, or either party from seeking urgent injunctive relief.

13. Data protection

13.1 Each party is an independent controller of any personal data it processes in connection with the Contract and shall comply with the UK GDPR and the Data Protection Act 2018.

13.2 The Customer authorises IGP to obtain information about each Site and its supply, including consumption, meter details, contract and credit information, from Utility Providers, industry data services (including ECOES, the Data Enquiry Service and Xoserve), network operators and credit reference agencies.

13.3 The Customer authorises IGP to share that information, and any information the Customer provides, with Utility Providers and IGP’s service partners for the purposes of the Services.

13.4 The Customer warrants that it is entitled to provide IGP with any personal data of its staff or contacts that it supplies.

13.5 IGP may keep information for as long as it needs it to provide the Services, to collect Commission, and for up to six years after the Contract ends to deal with any claims. IGP’s Privacy Policy explains how it handles personal data.

14. Confidentiality

14.1 Each party shall keep confidential all confidential information about the other party’s business, customers and suppliers that it receives in connection with the Contract, during the Contract and for five years after it ends.

14.2 Each party may disclose confidential information to its employees, officers, advisers, subcontractors and (in IGP’s case) Utility Providers who need to know it for the purposes of the Contract, provided they keep it confidential. Each party may also disclose it where required by law, a court or a regulator.

14.3 IGP’s pricing, quotes, comparisons, analysis and terms offered by Utility Providers through IGP are IGP’s confidential information. The Customer shall not disclose them to any other broker, consultant or Utility Provider, or use them to obtain a contract other than through IGP.

14.4 All intellectual property in materials IGP produces belongs to IGP. The Customer may use them only for its own internal purposes in connection with the Services.

15. Non-solicitation

The Customer’s attention is drawn to this clause.

15.1 During the Contract and for 12 months after it ends, the Customer shall not, without IGP’s written consent, solicit, employ or engage any employee or contractor of IGP who has dealt with the Customer in the previous 12 months. This does not apply to recruitment through a general advertisement not targeted at IGP’s staff.

15.2 If the Customer breaches clause 15.1, it shall pay IGP on demand a sum equal to the person’s gross annual salary or fees at the date they left IGP, plus IGP’s costs of recruiting a replacement. The parties agree this sum is a reasonable estimate of IGP’s loss and protects IGP’s legitimate interest in its staff and client relationships.

16. General

16.1 Force majeure. IGP is not liable for any delay or failure caused by events beyond its reasonable control, including the failure of any Utility Provider or industry system.

16.2 Assignment. IGP may assign, transfer, subcontract or deal with any of its rights and obligations under the Contract at any time, including its right to Commission and to any sum payable under clauses 6 to 10. The Customer may not do so without IGP’s prior written consent.

16.3 Variation. IGP may update these Conditions by publishing a revised version on its website. Changes apply to Letters of Authority signed after publication and do not alter the terms of any Energy Contract already agreed. Any other variation must be in writing and signed by both parties.

16.4 Entire agreement. The Contract is the entire agreement between the parties about its subject matter. Each party agrees it has not relied on any statement, representation or warranty not set out in the Contract, and shall have no claim for innocent or negligent misrepresentation or negligent misstatement. Nothing in this clause limits liability for fraud.

16.5 Waiver. A waiver is effective only if given in writing. A delay or failure to exercise a right is not a waiver of it.

16.6 Severance. If any provision or part of a provision is found invalid or unenforceable, it shall be modified to the minimum extent needed to make it enforceable, or if that is not possible, deleted. The rest of the Contract is not affected.

16.7 Notices. Notices must be in writing and delivered by hand, by first class post or next working day delivery to the party’s registered office, or by email to the address last notified. A notice is received: if delivered by hand, when left at the address; if posted, at 9.00am on the second Business Day after posting; and if emailed, at the time of sending, or at 9.00am on the next Business Day if sent outside 9.00am to 5.00pm on a Business Day. This clause does not apply to the service of legal proceedings.

16.8 Third party rights. No person other than the parties has any right to enforce the Contract.

16.9 Governing law and jurisdiction. The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that IGP may bring proceedings to recover sums due in any court with jurisdiction over the Customer.

Schedule 1. Scope of Services

The Services IGP provides under a Letter of Authority may include, as agreed with the Customer:

IGP may provide additional services for a separate fee agreed in writing in advance.