In this Agreement, unless the context otherwise requires, the following expression shall have the following meanings:-

 

  • Agreement – This document and the Proposal or Service Offering shall together form the entire contract entered into by the Company and the Client.
  • Duration – The period provided for in Clause 2.1 of this Agreement
  • Suppliers – Means the suppliers of any electricity, gas, or water to the Client (or any combination for these commodities)
  • Service(s)  – Means the services referred to in the Proposal, or Service offering documents, that detail the Services to be provided by the Company pursuant to the terms of this Agreement, and that are listed below.
  • Client – The business or organisation which is sign supplied with the Services and which has signed this Agreement.
  • Trident – Means Trident Utilities Ltd
  • Proposal or Service Offering – The document describing the type of services offered.
  • Site – Is the location at which Services are provided to a single or multiple meter points.
  • Deliverables – Mean the specific details of each Service offered and how they will be carried out.

 

1  Services

1.1 In accordance with these terms of Agreement for the supply of Services, the Client appoint Trident as its exclusive agent for the provision of Services set out in the Proposal document, or Service offering.

1.2 Trident will provide to the Client those Services listed in the Proposal or Service Offering and ticked in the Acceptance Sheet.

1.3 The Client agrees not to arrange for the purchase of the Services covered by this Agreement during the contract Duration from or through any other person, servant or agent

1.4 The Client accepts and acknowledges that Trident is acting as an agent on the Client’s behalf when providing any part of the Services (including without limitation) negotiating with previous or current or prospective Suppliers.

1.5 Any Utility Supply contract entered into is always directly between the Client and the Utility Suppliers.

1.6 Trident shall not in itself assume any direct or indirect responsibility or obligation or liability whatsoever between the Suppliers or Client by virtue of Trident performing this Agreement.

1.7 The obligation of Trident to provide the Services is conditional upon the full cooperation of the Client in providing all necessary information and authority to carry out such work.

1.8 Where a conflict occurs between this Agreement and the Proposal, or Service Offering, then the Proposal/Service Offering will prevail to the extent of any such conflict.

2  Duration and Termination

2.1 This Agreement shall commence upon Trident’s countersignature of the Agreement for and will continue as detailed in the proposal document under section “Contract Duration”.

2.2 This Agreement may be terminated forthwith by either part if the other

2.2.1 Shall be in material breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not be remedied by that party within 30days of giving ahead of a notice specifying the breach and requiring its remedy;

2.2.2 Shall convene a meeting of its creditors or if a  proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors generally; or it shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee, administrator, receiver, administrative receiver or similar office is appointed in respect of all or any part of the business or assets of the other party or ahead of it a petition is presented (otherwise than for the purpose of a solvent amalgamation or reconstruction); and

2.2.3 In the event an event Force majeure (as defined in Clause 19 which continues for a period of in excess of 28days.

2.3 Termination will not affect the rights of Trident to recover all fees due as described in section 3.

3  Fees

3.1 All Trident’s fees are subject to VAT which will be charged at the prevailing rate at the time the Services were rendered.

3.2 All fees are specified in the Proposal document, Service Specification.

3.3 The Client is liable for fees payable to Trident for any and all Services carried out in relation to this Agreement.  However:

3.31 It is normal practice to recover our fees via the Supplier in line with our Supplier programme, unless the Client elects to pay our fees directly prior to commencement of any Services.

3.32 Where the Client requests Services or Deliverables to commence prior to any Supplier contract, or outside any Supplier involvement, the Client will pay Trident’s fees directly to Trident within 30 days of receipt of Trident invoice.

3.33 Where fees are based on a percentage of refunds or forward savings, upon confirmation that The Customer is in receipt of any agreed refund in the form of either a direct payment or alternatively a credit against other energy charges, Trident will issue our invoice for subsequent payment by The Customer

3.34 All ongoing cost savings will be subject to a share in the ongoing saving and payable to Trident as outlined in the proposal. The share will continue for a period of 36 months from the date when the individual saving commences. The ongoing share in the savings will not be affected by the termination or expiry of this agreement. Trident will issue periodic invoices, in arrears and based upon the calculated value of the cost saving achieved.

3.4 Should the Agreement roll for a period after the initial period then Trident reserves the right to increase the fee up to the prevailing rate of RPI.  This index may be applied to all further Agreement periods and is applicable on the anniversary date.

3.5 Should the Agreement be terminated for any reason whatsoever, Trident will still recover, and the Client will still be liable for all the fees for Services carried out and loss of business to the Trident up to the date when the contract terminates. For the avoidance of doubt, all remuneration which has been included within any supplier contract accepted by the Client via Trident, will still be recovered from the relevant energy supplier(s) until such time as the relevant supplier contract(s) have terminated and will be unaffected by the termination of this contract for whatever reason.

3.6 When required data cannot be provided by the Client, Trident will endeavour to obtain our data free of charge from your previous/existing Supplier(s).  However, should the Supplier(s) charge a fee for the provision of your data, this charge will be passed directly without mark up to the Client for Settlement.

4  Prompt Provision of Accurate Data

4.1 The Client shall use all reasonable endeavours to provide all information required as listed in the Service offering and Proposal to enable Trident to perform the Services as set out in the Agreement and to provide any additional information that Trident may reasonable require.

4.2 The Client shall use all reasonable endeavours to ensure that all such information is provided in a timely manner and is accurate.

4.3 Trident shall not be responsible for any delay or failure to perform the Services as a direct result of the Client’s failure to provide or delay in providing information or the provision of inaccurate information at any time during the Agreement. Trident warrants, however, that all reasonable endeavours will be employed in the event that accurate information is not provided.

5  Availability of Client Contacts

5.1 The Client agrees to make available appropriate contacts to enable Trident to undertake and perform the services detailed within this agreement.

5.2 Trident will not be liable for any delay in performing or failure to perform the Services as a result of the Client’s failure to provide appropriate contacts

6  Limitation of Liability

The following provisions set out the entire liability for both Trident and the Client.

6.1 Trident and the Client shall not be liable to the other in contract or tort for loss of profits, goodwill, anticipation of profits or turnover or any type of consequential loss arising from the provision of the Services, even if such loss was reasonable foreseeable or that party had been advised of the possibility of incurring.

6.2 Trident and the Client have limited liability for any breach of its contractual obligations arising under this Agreement.

6.3 Trident shall not be liable for any misrepresentation, statement or tortious act or omission including negligence arising under in connection with this Agreement.

6.4 The liability of Trident to the Client for the death or injury resulting from its negligence shall not be limited.

6.5 Notwithstanding anything else in this Agreement the entire liability of Trident or the Client shall be limited to damages of an amount equal to £1,000,000 in the case of damage to the tangible property resulting from the negligence of Trident or its employees.

6.6 In any other case 100% of the annual value of the fees for the provision of the Services to which the claim relates.

7  Health and Safety

7.1 In the event that Trident operatives are required to undertake work at the Client’s sites, then Trident will take all reasonable steps to ensure that all of its employees will comply with such rules, regulation and requirements as may be in force for the time being for the safe conduct and Health and Safety of Trident personnel on those premises.

8  Confidentiality

8.1 During the term of this Agreement it is inevitable that the Client and Trident will acquire knowledge and information concerning each other’s operations which is of a confidential and or commercially sensitive nature.  Both parties agree that such information shall be maintained as confidential, shall be disclosed only to those employees for whom such knowledge is essential.

In respect of carrying out their responsibilities under this Agreement, that such persons shall be made aware of their responsibilities under this clause, and that such information shall not be used under any circumstances for any purpose other than the performance of this Agreement.

8.2 From time to time Trident may utilise the Clients’ name and recognised logo within its marketing literature and or web presence subject to agreement by both parties.

9  Intellectual Property Rights

9.1 All Intellectual Property Rights in the content of any creative work produced for the purposes of the provision of the Services, including all materials and all documentation prepared and or produced by Trident in connection with the provision of the Services, shall be owned absolutely by Trident. For the avoidance of doubt all data relating to the Service is the Clients and Trident shall provide the data in an acceptable format whenever asked by the Client.

10  Service Specification and Variations

10.1 The Agreement including any Proposal and /or Service Offering contains the Deliverables to be provided, and no other Agreements have been made, in writing or verbally, express or implied, with respect to the Services by Trident, other than as set out in the Agreement.

10.2 Any additional Services or Deliverables or variations to the Service Offering or Proposals must be specifically set out in writing and signed by both parties to be valid and Trident reserves the right to amend the charges for any variations or alterations to the specification.  Nothing in this clause is intended to nullify other Agreements that may exist between Trident and the Client and any established arrangements shall continue separately unless specifically agreed otherwise.

11  Staff Competency/Change of Staff

11.1 Trident will allocate staff, as appropriate, to the work to be undertaken and all staff will have appropriate knowledge and relevance to each task to be performed for the provision of the Services.

11.2 Trident reserves the right to change such staff as needed to meet the operational requirements, always providing that the replacement shall be of an equivalent standard in terms of knowledge and experience.

12  Solicitation of Staff

12.1 Each party agrees that throughout the duration of the Agreement, and for a period of six months after the expiry or termination of the Agreement that it will not, either directly or indirectly, seek to employ any staff of the other party involved in the provision of the Services unless that party provides written consent.

13  Dispute Resolution

13.1 In the event of a dispute, or disagreement between the parties, either party may call a dispute resolution meeting of the parties by service of not less than 10 days’ written notice and each party agrees to procure that a senior member of its staff shall attend all dispute resolution meetings call in accordance with this clause.

13.2 Those attending a dispute resolution meeting shall use their best endeavours to resolve disputes arising out of this Agreement.  If any dispute referred to a meeting shall use their best endeavours to resolve disputes arising out of this Agreement.  If any dispute referred to a meeting is not resolved at that meeting then either party, by notice in writing to the other, may refer the dispute to the Managing Directors of the parties who shall co-operate in good faith to resolve the dispute as amicably as possible within 14 days of service of such notice.

13.3 No party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute provided that the right to issue proceedings is not prejudiced by a delay.

14  Applicable Law

14.1 This Agreement shall be construed and enforce in accordance with the laws of England and Wales.  The English Courts shall have exclusive jurisdiction to deal with any dispute that arises out of or in connection with this Agreement and the Services carried out under this Agreement.

15  Assignment

15.1 Neither party shall transfer or assign its right or obligations under this Agreement without the prior written approval of the other party, which approval shall not be unreasonable withheld.

16  Waiver

16.1 Any delay or forbearance on the part of either party in enforcing any term or condition right or remedy in respect of this Agreement shall not be deemed to be a waiver or any right or remedy whatsoever by that party.

17  Notice

17.1 any notice required to be delivered under this Agreement shall be deemed given if left or sent in writing by recorded delivery post to the agreed addresses, or such other addresses as shall subsequently be notified in writing, and in the case of notification by post shall be deemed to have received two days after posting. For the avoidance of doubt notices may be sent by electronic means.

18  Change in Law/Taxes

18.1 In the event that this Agreement becomes unworkable as a result of any change in Law and or tax regime the Client and Trident agree to meet and use all reasonable endeavours to find a practical way forward which is of mutual benefit.

19  Force Majeure

19.1 Neither the Client nor Trident shall be liable for any expense, loss or damage resulting from delay or prevention of performance of the contract that is caused by fires, flood, Acts of God, riots, thefts, power supply failures, strikes, accidents or any other cause whatsoever beyond their reasonable control.

20  Entire Agreement

20.1 This Agreement and any referenced Service Offering/Proposal contain all the general terms agreed by the parties relating to the subject matter of the Agreement and supersedes any and all prior unwritten understandings or arrangements or Agreements between them, but does not affect any continuing written Agreement entered into between the parties, which written Agreements shall unless expressly terminated or varied in writing, continue in accordance with their terms.

20.2 Save in the case of fraud, no presentation, undertaking or promise shall be taken to have been given or implied form anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement.

20.3 Additional contractual arrangements are only applicable where made in writing and incorporated into a legally binding Agreement signed by both parties.

21  General

21.1 All heading in this Agreement are for ease of construction and understanding only, and shall have no bearing on the Agreement.

21.2 Where the context admits or requires references in the Agreement to the singular shall include the plural and vice versa.

21.3 If any part of the Agreement is found to be unenforceable in law, then this shall not preclude the enforcement of other parts of the Agreement is of required.