Terms and
Conditions

1. Introduction and Scope of Services

• 1.1 Upon signing the initial Letter of Authority (“LoA”), you authorise Infinite Energy Group Holdings Limited (“we”, “us”, or “the Company”) to investigate your energy supply requirements and to identify suitable future energy supply contracts on your behalf.
• 1.2 Following receipt of the signed LoA, we shall gather and analyse historical data relating to your energy consumption and supply arrangements and conduct a thorough review of available energy supply contracts to identify those most suited to your business needs.
• 1.3 In the performance of our services, we shall exercise reasonable skill, care, and diligence at all times.
• 1.4 These terms govern the whole of our engagement — from the initial investigation through to the management of any contract we broker for you.

2. Definitions

In these terms:

• Business Day: a day other than a Saturday, Sunday or public holiday in England.
• Commission: the remuneration we receive from an Energy Supplier in respect of an Energy Contract we broker for you.
• Energy Contract: a contract for the supply of gas, electricity or water that you enter into with an Energy Supplier with our assistance.
• Energy Supplier: the supplier with whom you enter into an Energy Contract.
• Services: the energy consultancy, procurement and management services we provide, as described in clause 3.
• Supplementary Services: additional services agreed in writing under clause 3.3.

3. Our Services and Approach to the Market

• 3.1 We work with a wide range of energy suppliers to review and compare their products. However, we do not have access to the entire energy market. Our recommendations are based on a comprehensive assessment of the suppliers and products available to us.
• 3.2 When evaluating potential contracts, we consider a range of factors including, but not limited to: (a) the duration and structure of the contract; (b) the overall cost and pricing terms; (c) the quality of service and support from the supplier; (d) your environmental and sustainability preferences; (e) your energy consumption patterns; and (f) your budgetary expectations and financial constraints. Our objective is to secure the most appropriate contract available; the contracts we recommend may not always be the lowest price on the open market.
• 3.3 In addition to our core procurement service, we may provide Supplementary Services (such as customer portal, bill validation, half-hourly data analysis, energy audits, and ESOS or SECR support). Supplementary Services, and any fees for them, are only provided where agreed with you in writing.
• 3.4 We are an independent energy consultancy. We are not your agent except to the limited extent set out in your LoA, we owe you no fiduciary duty, and we are not a price-comparison service. We do not guarantee the cheapest deal on the market.

4. Flexible Purchasing and Trading Services (where agreed)

• 4.1 Where we agree to provide flexible purchasing or trading services, we will do so under the authority and within the limits you give us in writing (your “Trading Authority”). Within that authority, you agree that we may exercise reasonable discretion in timing and executing trades.
• 4.2 You acknowledge that energy markets fluctuate and that the value of flexible or traded positions can fall as well as rise. We are not responsible for losses resulting from market movements, except to the extent caused by our breach of clause 1.3.

5. Your Obligations

You warrant and agree that:

• (a) you have authority to enter into this engagement and to bind your organisation;
• (b) the information you give us is accurate and complete, and you will tell us promptly of any change (including any material change in consumption);
• (c) you will cooperate with us and provide the data and access we reasonably need to provide the Services; and
• (d) you will not cancel, terminate, assign or transfer an Energy Contract brokered with our assistance, before the end of its term, without our prior written consent (except on a genuine change of tenancy notified to us).

6. Customer Default and Early Termination

• 6.1 If, through your act or omission, a brokered Energy Contract fails to commence (“go live”), or is cancelled, terminated, assigned or transferred before the end of its term, we may charge a fee of 10% of the total value of the Energy Contract plus VAT.
• 6.2 Where your act or omission prevents or delays our performance, we may suspend the Services until it is remedied, and you will reimburse us for any resulting costs.

7. Remuneration and Commission

• 7.1 Our remuneration is incorporated within the unit rates offered to you by the energy supplier. The supplier pays our fees on your behalf as part of the rates charged under your supply contract.
• 7.2 If you do not enter into an energy supply contract with our assistance, no fees shall be payable to us.
• 7.3 Our Commission included within the unit rate will not exceed £0.04 per kWh of energy consumed under the Energy Contract.

8. Intellectual Property

• 8.1 All intellectual property rights in or arising from the Services — including our reports, analyses, dashboards and the IEG Portal — are owned by or licensed to us. You may use them only for your internal business use.
• 8.2 You grant us a non-exclusive, royalty-free licence to use the materials and data you provide for the purpose of delivering the Services.

9. Data Protection

• 9.1 Each party will comply with applicable data protection law. To the extent personal data is shared under this engagement, each party acts as an independent controller. We process personal data in accordance with our Privacy Policy.
• 9.2 You authorise us, through your LoA, to gather your energy data from you and from industry data sources (such as Ecoes and Xoserve) and to share it with energy suppliers as needed to provide the Services.

10. Limitation of Liability

Your attention is particularly drawn to this clause.

• 10.1 Our liability to you, howsoever arising, shall commence only upon your acceptance of an energy supply contract proposed by us. In the absence of such acceptance, no liability shall attach to us.
• 10.2 We shall not be liable for any indirect or consequential losses, including but not limited to: (a) loss of profits or revenue; (b) loss of contracts or business opportunities; (c) loss of anticipated savings; (d) loss of business; (e) loss of goodwill; and (f) wasted expenditure.
• 10.3 Nothing in these terms limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence, or for fraud.
• 10.4 Subject to clause 10.3, our total liability arising out of or in connection with this engagement shall not exceed the total Commission we have received in respect of the relevant Energy Contract.
• 10.5 We are not liable for the acts or omissions of any energy supplier, or for movements in the energy market, before, during or after any Energy Contract.
• 10.6 Unless you notify us in writing of an intended claim within six months of becoming aware (or when you ought reasonably to have become aware) of the event giving rise to it, we will have no liability for that event.

11. Confidentiality

• 11.1 Each party will keep the other’s confidential information confidential and use it only to perform this engagement, except where disclosure is required by law or to advisers who need to know and are bound by equivalent obligations.
• 11.2 You acknowledge that our methods, reports, pricing, know-how and the IEG Portal are confidential and proprietary to us, and you will not disclose or replicate them. This obligation continues after the engagement ends.

12. Non-Solicitation

• 12.1 During the engagement and for 12 months afterwards, you will not solicit or entice away any of our staff who have worked on your account, except through a general recruitment campaign not targeted at them.

13. Termination

• 13.1 Our engagement shall terminate automatically if you withdraw the LoA before entering into a supply contract with our assistance.
• 13.2 Should you enter into a contract with our assistance, you may subsequently terminate our authority at any time. Notwithstanding such termination, we shall remain entitled to receive any income due from the energy provider for services already delivered.
• 13.3 Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 30 days, becomes insolvent, or (in our case) where we reasonably suspect fraud. Clauses that by their nature should survive (including IP, confidentiality, and liability) continue after termination.

14. General

• 14.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• 14.2 Assignment. We may assign or subcontract our rights and obligations; you may not without our prior written consent.
• 14.3 Entire agreement. This document and your LoA are the entire agreement between us and supersede prior discussions. Neither party relies on any statement not set out in them (except for fraud).
• 14.4 Variation. No variation is effective unless agreed in writing.
• 14.5 Waiver and severance. A delay in enforcing a term is not a waiver of it; if any provision is unenforceable, the rest continues in force.
• 14.6 Notices. Notices must be in writing to the contact details we hold for each other.
• 14.7 No partnership or agency. Nothing here creates a partnership, joint venture or (except as set out in the LoA) agency between us.
• 14.8 Third-party rights. No one other than you and us may enforce these terms.
• 14.9 Governing law. These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Effective Date

These terms form part of the engagement between you and Infinite Energy Group Holdings Limited, effective from the date of signing the Letter of Authority.