Terms & Conditions
Advanced Gas & Power Ltd:
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In these terms and conditions Advanced Gas & Power Ltd company registered number 15211429 whose
registered office is 77 Queens Crescent, Sunderland SR4 7JH is referred to as Advanced Gas & Power.
The customer of Advanced Gas & Power is referred to as the Customer
Definitions
“Agreement”: the contractual relationship between Advanced Gas & Power and the Customer as set out
in these terms and conditions and Letter of Authority.
“Breach Fee”: payment due from the Customer to Advanced Gas & Power in the event of a Customer
Breach.
“Commencement Date”: has the meaning given in clause 1.
“Commission Payment”: the payment Advanced Gas & Power 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.
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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 Advanced Gas & Power;
(ii) in return for it requesting Advanced Gas & Power to provide the Services Advanced Gas & Power
shall do so and shall supply the Services to the Customer as per this Agreement; and
(iii) Advanced Gas & Power is not a price comparison service. Although Advanced Gas & Power works
with many suppliers of energy it does not have access to every such supplier.
Advanced Gas & Power does not guarantee that it will arrange what a third party may claim is the
cheapest supply available. Advanced Gas & Power considers a number of factors when assessing which
suppliers and which supply contracts are best suited to the Customer.
Advanced Gas & Power 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.
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2. CUSTOMER’S OBLIGATIONS
The Customer agrees:
(i) to co-operate with Advanced Gas & Power 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 Advanced Gas & Power may request from time to
time;
(vi) to ensure that all information and documents provided to Advanced Gas & Power is complete, up to
date and accurate at all times;
(v) to provide such assistance as Advanced Gas & Power may reasonably require from time to time in
relation to the Services
(vi) to immediately inform Advanced Gas & Power 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.
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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 Advanced Gas & Power 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 Advanced Gas & Power’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 Advanced Gas & Power 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 Advanced Gas & Power 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
Advanced Gas & Power) which Advanced Gas & Power 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.
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The Customer agrees that the Breach Fee, whether fixed or Commission based, represents the
reimbursement of loss suffered by Advanced Gas & Power resulting from the Customer Breach. It does
not represent an unfair gain or windfall on the part of Advanced Gas & Power 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 Advanced Gas & Power.
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4. CHANGE OF TENANCY
The Customer’s attention is drawn to this clause: the requirement to notify Advanced Gas &
Power 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 Advanced Gas & Power 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.
Advanced Gas & Power’ fees are adjusted by a Supplier if a COT occurs. It is therefore important
that Advanced Gas & Power 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 Advanced Gas & Power, 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.
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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
Advanced Gas & Power to satisfy itself as to the nature of the COT.
Failure to so notify Advanced Gas & Power in the event of a COT will incur a fee for the
loss/reduction in commission the supplier pays Advanced Gas & Power. In those circumstances
Advanced Gas & Power reserves the right to charge the Customer a one off fee of £750 per meter
or the total value of Commission Payment Advanced Gas & Power would have received in relation
to the Contract per meter, whichever is the higher figure. In calculating the said fee Advanced Gas
& Power 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).
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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 Advanced Gas & Power in the event of a Customer Breach.
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6. COMMISSION PAYMENTS TO ADVANCED GAS & POWER
The Customer’s attention is drawn to this clause: the commission payments that will be made to
Advanced Gas & Power
The Customer agrees and acknowledges the Commission Payment will be due to be made to Advanced
Gas & Power. 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 Advanced Gas & Power
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7. LIMITATION OF LIABILITY
The Customer’s attention is drawn to this clause: limits to the liability of Advanced Gas & Power
to the Customer
The Customer acknowledges and agrees that by entering into the Contract the Customer contracts
directly with the Supplier and not Advanced Gas & Power for the supply of energy. The Customer
therefore further acknowledges that Advanced Gas & Power 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 Advanced Gas & Power’s liability to the Customer where such
liability arises from dishonesty on the part of Advanced Gas & Power or death or personal injury on the
part of the Customer.
Advanced Gas & Power’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 Advanced Gas & Power.
The Customer acknowledges and agrees that Advanced Gas & Power’s 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 Advanced Gas & Power 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 Advanced Gas & Power then it must notify Advanced
Gas & Power 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 Advanced Gas & Power shall have no liability to the Customer.
Advanced Gas & Power 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.
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8. DATA PROTECTION
Advanced Gas & Power 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 Advanced Gas & Power 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.
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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.
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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.
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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 Advanced Gas & Power 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.
Advanced Gas & Power 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 Advanced Gas & Power 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 Advanced Gas & Power’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.