Terms & Conditions

Sidney Phillips Ltd t/a Utility Helpline: terms and conditions

In these terms and conditions Sidney Phillips Ltd t/a Utility Helpline company registered number 02362635 whose registered office is Shepherds Meadow, Eaton Bishop Hereford HR2 9UA is referred to as Utility Helpline.

The customer of Utility Helpline is referred to as the Customer

 Definitions
“Agreement”: the contractual relationship between Utility Helpline and the Customer as set out in these terms and conditions and Letter of Authority.

“Breach Fee”: payment due from the Customer to Utility Helpline in the event of a Customer Breach.
“Commencement Date”: has the meaning given in clause 1.

“Commission Payment”: the payment Utility Helpline 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 or water 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.

Prices Offered and Procurement

If the customers opts for and Utility Helpline agrees to provide the price comparison, Utility Helpline will use its reasonable endeavours to identify, negotiate and secure competitive energy prices on behalf of the customer.

Utility Helpline agrees to provide the customer with impartial information on supplier’s prices in relation to the services and products offered by the supplier.

Utility Helpline will provide the customer with any relevant quotations by suppliers for consideration. Utility Helpline reserves the right to revise, amend and withdraw any quotation at any time upon informing the customer.

The customer agrees to provide Utility Helpline with accurate information to allow accurate quotations to be obtained by Utility Helplines panel of suppliers – including estimated or actual usage of energy, contract end dates and other know factors that may influence prices and quotations.

Letter of Authority

Any information not provided by the customer deemed vital to the accuracy of a quotation can be obtained on the customers behalf upon receipt of a signed letter of authority.

This will authorise Utility Helpline to liaise directly with the customers’ existing supplier to obtain key terms of the customers current contractual arrangements, including contract end date/s, notice period, termination process, current prices, energy consumption and meter types.

Utility Helpline might also use the letter of authority to assist in providing other services such as dispute resolution, resolve billing issues or any other services requested by the customer

This letter will be sent to the customers’ supplier/suppliers to aid only in the services we are being asked to provide. 

Quotations

The provision of any quotation by a supplier from Utility Helpline does not constitute an offer to the customer and offers will each have their own terms and conditions to review depending on the supplier.

If the customer accepts a quotation and a contract is executed between the customer and the supplier, the contract is binding, and the customer will not be permitted to revoke such an acceptance. Currently business energy contracts DO  NOT have any colling off period.

Energy prices fluctuate daily and whilst we attempt to help secure competitive rates to enable switching or renewal, we cannot guarantee any quote is the “cheapest”.

Supplier shall be entitled at any time to refuse to accept a customer’s offer of acceptance at their discretion.

Switching Service

If the customer wish to enter a contract based on a quotation provided by Utility Helpline and if the suppliers accepts the customer, Utility Helpline will provide a switching service (or renewal service) which will include organising the contract between the business energy/water supplier and the customers for the purchase and supply of the energy/water services.

Utility Helpline will not be responsible for any delays or failures caused by either the customer, the proposed supplier, or any existing supplier in relation to affecting any transfer. Utility helpline will however communicate any delays and offer advice and help to resolve these issues to facilitate the transfer.

Utility Helpline will arrange the contract based on the information provided by the customer. Any contract will be in sent via e-mail either as a DocuSign or pdf attachment to the customer to check the information is true, accurate and complete and will inform Utility Helpline of any errors or amendments prior to acceptance. Utility Helpline does not offer verbal acceptances or secure contracts over the phone.

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 Utility Helpline;
(ii) in return for it requesting Utility Helpline to provide the Services Utility Helpline shall do so and shall supply the Services to the Customer as per this Agreement; and
(iii) Utility Helpline is not a price comparison service. Although Utility Helpline works with many suppliers of energy or water it does not have access to every such supplier.

Utility Helpline does not guarantee that it will arrange what a third party may claim is the cheapest supply available.  Utility Helpline considers a number of factors when assessing which suppliers and which supply contracts are best suited to the Customer.

Utility Helpline 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 Utility Helpline 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 Utility Helpline may request from time to time;

(vi) to ensure that all information and documents provided to Utility Helpline is complete, up to date and accurate at all times;

(v) to provide such assistance as Utility Helpline may reasonably require from time to time in relation to the Services

(vi) to immediately inform Utility Helpline 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 or water (“Other Contract”) for the intended period of the Contract whereby that Other Contract provides energy or water and/or the Services, whether in whole or in part, to be provided under the Contract. 

4.            CHANGE OF TENANCY

The Customer’s attention is drawn to this clause: the requirement to notify Utility Helpline 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 Utility Helpline but vacates the relevant premises either before the supply of energy or water 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.

Utility Helpline’ fees are adjusted by a Supplier if a COT occurs. It is therefore important that Utility Helpline 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 Utility Helpline, 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 Utility Helpline to satisfy itself as to the nature of the COT.

Failure to so notify Utility Helpline in the event of a COT will incur a fee for the loss/reduction in commission the supplier pays Utility Helpline. In those circumstances Utility Helpline reserves the right to charge the Customer a one off fee of £750 per meter or the total value of Commission Payment Utility Helpline would have received in relation to the Contract per meter, whichever is the higher figure.  In calculating the said fee Utility Helpline 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 Utility Helpline in the event of a Customer Breach.

 

6.            COMMISSION PAYMENTS TO UTILITY HELPLINE

The Customer’s attention is drawn to this clause: the commission payments that will be made to Utility Helpline

 There is no cost or obligation to obtain a price comparison or for Utility Helpline to tender for prices. However, by agreeing a contract via our service, you are accepting that your chosen supplier will then pay Utility Helpline a fee or commission for the introduction & managing the transfer process. Depending on the supplier, the current industrywide mechanism used for remuneration from suppliers to energy brokers/consultants is an “uplift commission fee”, which is included in the supplier’s price we offer by way of an uplift within your unit cost for energy.

 The Customer agrees and acknowledges the Commission Payment will be due to be made to Utility Helpline.  The timing and amount of the Commission Payment varies from Supplier to Supplier. The Commission Payment is included within the price charged per the usage of energy or water in the Contract. 

By way of an example for electricity, we may secure a price for 13.5p/kwh and then add 0.5 p/kwh. This would then make the price 14.00 p/kwh. The uplift does depend on your energy usage and spend, length of contract, credit risk etc.

An Electricity client using 10,000 kwh would spend £1,500.00 on energy per annum based on the example above. We would therefore receive £50 commission per annum. This commission paid over the life of the contract allows us to continue to offer support services to the client.

By way of an example for Gas, we may secure a price for 4 p/kwh and then add 0.3 p/kwh. This would then make the price 4.3 p/kwh. 

Our uplifts depend on the size of contract, length of contract, consumption, and other factors such as credit risks, time invested, and services included. Our Average uplift across 2023 was (0.6 p/kwh) and will never exceed 1.5 p/kwh on gas and 2p/kw on electricity. We highlight commissions and under the microbusiness review, these will be clearly shown on all supplier paperwork.

Should at any time the Customer wish to be provided with more information as to the Commission Payment then it should contact Utility Helpline

 

7.            LIMITATION OF LIABILITY

The Customer’s attention is drawn to this clause: limits to the liability of Utility Helpline to the Customer

The Customer acknowledges and agrees that by entering into the Contract the Customer contracts directly with the Supplier and not Utility Helpline for the supply of energy or water.  The Customer therefore further acknowledges that Utility Helpline 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 Utility Helpline’s liability to the Customer where such liability arises from dishonesty on the part of Utility Helpline or death or personal injury on the part of the Customer. 

Utility Helpline’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 Utility Helpline.

The Customer acknowledges and agrees that Utility Helpline’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 Utility Helpline 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 Utility Helpline then it must notify Utility Helpline 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 Utility Helpline shall have no liability to the Customer.

Utility Helpline 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

Utility Helpline 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 Utility Helpline 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 Utility Helpline 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.

 Utility Helpline 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 Utility Helpline 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 Utility Helpline’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.

 If you have any questions, please contact one of our customer service team on 01432 378690