Herein lies the Terms of Supply of the Nü Savings Group ('NSG').
1.1 The following definitions and rules of interpretation apply in these conditions:
“Audit Report”: has the meaning given in clause 3.4;
“Business Day”: a day other than a Saturday, Sunday, public holiday, or religious public holiday in England
when banks in London are open for business;
“Business Report”: the report that we will provide to you as part of our additional Services;
“CDM Regulations”: the Construction (Design and Management) Regulations 2015
“Client”: the person or firm or group who purchases our Products, Services, and any agreed Supplementary
Services from us;
"Client Breach": Any act or omission of the client that represents a breach of the terms of this Agreement by the
"Client Consent": has the meaning given in clause 2.1
“Client Default”: has the meaning given in clause 4.2;
“Commencement Date”: has the meaning given in clause 2.2;
“Commission”: has the meaning given in clauses 3.1 and 5.1;
“Conditions”: these terms and conditions as amended from time to time in accordance with clause 11.5;
“Contract”: the contract between you and us for the Supply of Services in accordance with these Conditions;
“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in
the UK including 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. Following Britain's exit from the
European Union, a UK-EU Trade and Co-operation Agreement contains a bridging mechanism that allows the
continued free flow of personal data from the EU/EEA to the UK after the transition period until the adequacy
decisions come into effect, for up to six months or later;
Default Fee: Payment due from the Client to NSG in the event of a Client Breach.
NSG: The Nü Savings Group Limited (CRN 13335912), trading as the 'Nü Savings Group.'
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, moral
rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress,
goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software,
database rights, rights to use, and protect the confidentiality of, confidential information (including know-how
and trade secrets), and all other intellectual property rights, in each of the cases, whether registered or
unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and
rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or
will subsist now or in the future in any part of the world;
“New Supply Contract”: the contract entered into by you (or by us on your behalf) with a Supplier as part of the
Services and any extensions to this contract or contracts for multiple sites;
“Realisation Partner”: has the meaning given in clause 3.7;
“Services”: Our Services include presentations, proposals, propositions, and property portfolio management.
For an additional charge; we can:
explore procurement opportunities;
assess tenders and frameworks;
provide business insight;
review previous contracts (in-house or on a consultancy basis);
In every instance, we will provide you with a portfolio of suppliers for you to choose from that will meet your specifications or guidelines. Our Realisation Partners can offer exclusive products and services that will assist you in your business endeavors.
“Supply”: a supply provided by an energy, water, telecommunications, or a specialist company in which you have requested our assistance, administration, and/or procurement; and with whom you will have a legally binding contract(s) for a fixed or specific period of time;
"Supplier(s)": any provider or supplier of water, telecommunications, energy (gas/and or electricity), or another specialist field that you have requested. This shall include any third-party provider of consumption data including but not limited to Electralink and Xoserve)
“Supplementary Services”: any additional services such as account management, bureau services, single point of contact, access to an online review portal, and access to specific management platforms that are agreed upon between parties.
“Supplier” or “we” or “us”: the Nü Savings Group Limited, and any affiliated private companies owned by us, registered in England and Wales, whose registered office is at 76 Hepscott Terrace, South Shields, Tyne & Wear, NE33 4TJ, United Kingdom.
"Value-Added Services": any additional services such as account management, bureau services, access to an online review portal, and discounted access to specific platforms that are agreed upon between the parties;
1.3.1 A reference to a statute or statutory provision is a reference to it as amended or reenacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.3.2 Any words following the terms including, include, in particular, for example, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
1.3.3 A reference to writing or written includes electronic mail (i.e. email).
2 BASIS OF CONTRACT
You agree that:
2.1 Client Consent (also known as Letter of Authority or Permission) authorizes NSG to negotiate with: accountancy, financial, legal, utility, and other specialist providers on behalf of a Client. (Form LOA1): Allows us to review your affairs ("investigative"). (Form LOA2): Allows us to make a presentation of our sourced information and prices, and act as a representative ("procurement"). Once supply contracts, where applicable, have been duly signed and dated, this will constitute an offer by you, a client, and henceforth will be legally binding.
2.2 The offer referred to in clause 2.1 shall only be deemed to be accepted when written client consent is signed by a decision-maker or a person with the authorized permission to do so; whether manually signed (i.e. black ink), or by digital signature (i.e. via DocuSign or similar software). Once form LOA2 has been received; by recorded post, electronic mail, or has been provided in person. At this juncture, any contract(s) shall come into existence and become legally binding (Commencement Date).
2.3 Any samples, drawings, illustrations, descriptive matter, or advertising issued by us, are issued or published for the sole purpose of giving an approximate idea of the Services and any agreed Supplementary Services described in them. They shall not form any part of a Contract(s) or have any contractual force in any respect.
2.4 These Conditions apply to the Contract(s) to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.5 Any quotations provided to us have been suitably tailored (i.e. specification) and provided by the Supplier(s) on this basis. It shall not constitute an offer and is only valid for the period specifically stated in our prospective offer.
3 COMMENCEMENT TERM & TIMESCALES
3.1 The Contract shall commence on the Commencement Date and shall continue unless terminated
earlier in accordance with its terms until either party gives to the other not less than 30 days written notice to terminate.
3.2 We agree to use all reasonable endeavors to meet any performance dates or timescales specified to us (i.e. where applicable), but any such dates shall be based on estimates only and time shall not be of the essence for our performance of the Services or Supplementary Services rendered.
3.3 The Client's Consent is valid from the date it has been signed and shall continue until the later of
(i) 12 months from that date or such renewal date pursuant to clause 2.3,
(ii) such date as NSG still requires the authority to terminate an existing contract between a Provider and the Customer, or (iii) termination of this Contract pursuant to clause 2.1.
3.4 The Client's Consent shall renew on each anniversary of its date of expiry unless the Client notifies NSG in writing within thirty (30) days of the date of NSG's written notification to the Client providing the Client with the option to opt out of such a renewal.
4 SUPPLY OF SERVICES
The client agrees that:
4.1 Authority: The Client's Consent constitutes a request by the Client to assist with the investigation, administration, and/or procurement (purchase) of Services in accordance with these conditions.
4.2 Commission: The Client's Consent to make prompt payment of our commission for any administration and services rendered (i.e. investigative and/or procurement services), as follows:
(A) 'Upfront payment'
Full payment has been authorized by the client and issued electronically, or made in person (following an agreed, or scheduled meeting) via a banker's cheque or a card machine transaction. Once funds have cleared, clause 3.2 shall take effect.
(B) 'Built-in Fee(s)'
You have authorized (via client consent) that our commission has been built into the price of a product, goods, services, or supplementary services); and that you give authorization for payment from the Supplier. You also confirm that we have acted in good faith, provided clear transparency of our fees, and supplied said services (clause 3.1).
4.3 Supply: In return for NSG receiving the Commission Payment, NSG shall supply the Services to the Client from the date of execution of our Client's Consent in accordance with the Contract.
4.4 Expectations: We warrant to you that our Services or Supplementary Services will be provided using reasonable care and skill.
4.5 Specialism: We are a independent specialist of providing eCommerce savings to prospective and current clients; we confirm that we are not a broker, intermediary, or price comparison company.
4.6 Market: We do not offer full market access to suppliers for products, services, and/or supplementary services you require.
4.7 Due Diligence: We undertake due diligence of any party who wishes to work with us; we expect them to have: (a) excellent conduct, (b) a duty of care to our clients, and (c), can offer a quality range of services.
4.8 Cross-Comparison: We do not guarantee we will have access to the objectively cheapest deal or best deal on the market due to a range of including market conditions and/or Acts of God (any event that's beyond human activity or control where fault or blame for the consequences cannot be assigned to an individual or organization).
4.9 Contractual Terms: Nothing in this Contract is intended to, nor shall be deemed to, establish any partnership or join venture between the parties nor constitute any party the agent of the other party. The parties acknowledge and agree that NSG is a supplier of Services and acts as an independent contractor to the Customer.
4.10 Solutions: Our solutions are fit for purpose and this is our main consideration when putting forward a supplier/ specific contract. For the avoidance of doubt, any deals may not, at face value, be the cheapest on the market, but will provide you with the greatest overall benefit for your money spent.
4.11 Tailored Solutions: We can also present various solutions (such as financial, accountancy, HR, etc) offered by certified third-party providers (“Realisation Partners”) for you to consider. If you require a particular Service, our partner will arrange a field visit or undertake a preliminary video conference to understand your specifications and any products or services you require. We will then work with the said partner to arrange a product or service that you have identified in the brief discussions and require for your business.
4.12 Realisation Partners: If we recommend one of our Realisation Partners to quote for the particular
project. The contract agreement for the works is between the Realisation Partner and the Client. The client shall apply their own review and acceptance criteria for any quote or tender presented by a Realisation Partner. We do not take any responsibility for the design or suitability of the system, any cost savings model justification, the installation and commissioning, acceptance of the system, or ongoing service and maintenance. We do not have a role under the CDM Regulations.
4.13 Realisation Party Commission: We shall receive a percentage of any sales value or a service referral fee.
5 CLIENT’S OBLIGATIONS
5.1 You agree:
5.11 to co-operate with us in all matters relating to the Services and any agreed Supplemental Services;
5.12 to comply at all times with these Terms, as well as any applicable Terms & Conditions of any relevant supplier, relating to any supply contract (and any other suppliers in respect of Other Products or Services you have requested);
5.13 on-demand, to provide us with such information, data, or documents as we may reasonably require in order to supply the Services;
5.14 to ensure that all information, data, and documents provided to us by you are complete, up to date and accurate at all times;
5.15 to immediately inform us if there is any change in your circumstances and/or business which may affect the provision of the Services;
5.16 to provide such assistance as we may reasonably require from time to time in relation to the Services;
5.17 that we may supply any information, data, or documents that we receive from you to such providers as we may determine;
(a) to comply with the provisions of the Bribery Act 2010 and any other applicable legislation;
(b) not to enter into any other supply contract for the intended period of the New Supply Contract for any reason including due to a change in tenancy or change in occupancy;
5.19 to provide authority for us to;
(a) obtain information from your current supplier(s) in relation to your current costs and usage/consumption;
(b) obtain information and/or enter into discussions and/or arrangements with such providers from our portfolio as we may determine and terminate your existing supply contract on your behalf; or
(c) make proposals to extend your New Supply Contract when the market indicates it is prudent to do so in order to protect you against potential negative price fluctuations and to execute any proposed extension after firstly providing you with a minimum of 72 hours’ notice to object;
5.2 If you fail to perform any relevant obligation and/or breach any warranty and/or we are prevented or delayed from performing any of our obligations under the Contract due to any act or omission by you or a failure by you to perform any relevant obligation (“Client Default”):
5.21 without limiting or affecting any other right or remedy we may have, we have the right to suspend performance of the Services until you remedy the Client Default, and to rely on the Client Default to relieve us from the performance of any of our obligations in each case to the extent the Client Default prevents or delays us from performing any of our obligations;
5.22 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in this clause 4; and
5.23 you agree to reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default, the “Default Fee”. This includes any Commission either paid by you, the Client upfront, or alternatively via your contract, where the Supplier, will pay us a Commission from an Uplift added to the contract over a fixed period of time to pay for our services, in instances where a Client is likely to Default. The amount of the Commission will vary and will depend on certain factors including the intended term of the New Supply Contract, usage or consumption, tariffs, the number of meters, risk, geopolitical factors, and other valid criteria;
5.24 The Client acknowledges that by entering into a New Supply Contract with a Supplier, the Client is contracting directly with the chosen Supplier, and not with us. As such, the Client agrees that we are not liable in relation to any transactions, dealings, or arrangements made between the Client and the relevant Supplier and that any such transactions, dealings, or arrangements (including any payment obligations) are the Client’s sole responsibility.
6.1 Domestic homeowners only pay an annual membership fee (when the service becomes available). Whilst for businesses notwithstanding any Default Fee detailed in Clause 4.2, there is no direct fee payable by you to us in connection with the Services unless:
6.11 You have chosen a different mode of payment from our core options; i) BASE; or, ii) BASE +, iii) CHOICE. Once the contract has received a 'live status,' you agreed to be bound by the supplier(s) contractual terms and conditions. Any post-administrative queries or assistance will need to be addressed to your new supplier. In order for us to accept these payment terms, a) you must be 18 years old + b) you are the authorized person who deals with procurement c) you have submitted electronic instructions to our email address of firstname.lastname@example.org, d) you have subsequently paid our invoice for an Experian Credit Check, other administrative costs and have passed our criteria e) you agree to make subsequent payment of the invoice, which will be submitted either weekly (hourly rate/daily rate) or payment in full (fixed fee basis) f) all payments have been made and cleared.
Disclaimer: If you have failed to make payments on a weekly or monthly basis, nor made payment in full, or should you refuse to make payment before contracts have been agreed upon, we will enact the uplift model;
6.12 You agree (unless the conditions of Clause 5.11 have been enacted) that we will receive a commission payment for signposting (including any retrospective commission payment) from a Supplier as a result of you entering into a New Supply Contract with the Supplier which has been presented by us or us entering into a New Supply Contract with the Supplier on your behalf (“Commission”). This commission will be paid by you directly as part of your overall unit rate (price per kilowatt). But this will not be automatically included in bill invoices or statements. For transparency purposes; micro-business, micro-enterprise, and SME clients will be charged an equivalent commission of up to 0.3p* uplift; Industrial and Commercial Clients of up to 0.5p* uplift, and Corporate clients of up to 0.1p.
Disclaimer: an additional incremental rate of 0.3p* will be added to the uplift for micro-businesses, micro-enterprises, and SMEs who become difficult clients or who are more likely to default due to cash flow issues. This will also take place with relationships we have with certain suppliers.
6.13 Any Default Fee due to us is payable no later than 30 days from the date of invoice.
6.14 If the parties agree on any additional fees for and any agreed Supplementary Services, it shall be paid by the Client as agreed between the parties when they agree to those Supplementary Services
7 INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.
7.2 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by you to the Supplier (or another supplier, should you wish another product or service) for the term of the Contract for the purpose of providing the Services.
8 DATA PROTECTION
8.1 We agree that we do not anticipate receiving any Personal Data (as defined in the Data Protection Legislation) from each other pursuant to this Contract, other than contact details of the relevant authorized personnel who are responsible for dealing with the Contract, which each party shall process as a separate Controller (as defined in the Data Protection Legislation).
8.2 You agree that we may also share the contact details of your relevant personnel with the Supplier (and any other associated supplier for additional services or products)
8.3 Each party shall comply with all the obligations imposed on a Controller under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and we are the processors
9 LIMITATION OF LIABILITY
Your attention is particularly drawn to this clause.
9.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence; and fraud or fraudulent misrepresentation.
9.2 Subject to clause 8.1, our total liability to you shall not exceed the amount of the Commission. Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
9.3 We shall have no liability to you under or in connection with this Contract in respect of:
a) Loss of profits;
b) Loss of sales or business;
c) Loss of agreements or contracts;
d) Loss of anticipated savings;
e) Loss of use or corruption of software, data, or information;
f) Loss of or damage to goodwill;
g) Indirect or consequential loss.
9.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.5 This clause: section 8 shall survive termination of the Contract.
10.1 Subject to clause 9.2:
10.2 if you do not provide us with your signed Client Consent, the Contract shall end and you will remain on out of contract or rollover rates; but,
10.3 if you provide us with a signed Client Consent document, the Contract shall terminate on the date that the New Supply Contract terminates in accordance with its terms.
10.4 Without affecting any other right or remedy available to it, either authorized party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.5 the other authorized party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;
10.6 the other party 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); being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceases business or if the step or action is taken in another jurisdiction, in connection with any analogous procedures in the relevant jurisdiction;
10.7 the other party suspends, or threatens to suspend, or ceases, or threatens to cease to carry on all or a substantial part of its business; or
10.8 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.
11 CONSEQUENCES OF TERMINATION
11.1 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12.1 Force majeure. We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure result from events, circumstances, or causes beyond our reasonable control.
12.2 Assignment and other dealings.
12.3 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of our rights and obligations under the Contract.
12.4 You must not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of your rights and obligations under the Contract.
13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, clients, or suppliers of the other party, except as we have permitted.
13.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
13.4 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14 ENTIRE AGREEMENT
14.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written, oral, or digitally written, relating to its subject matter.
14.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.3 Nothing in this clause shall limit or exclude any liability for fraud.
14.4 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
14.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.1 Any notice given to a party under or in connection with the Contract shall be in writing or digitally written and shall be delivered by electronic mail, 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).
15.2 Any notice shall be deemed to have been received:
(a) if delivered electronically, by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
15.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
15.4 Third-party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.5 Agency & Partnership. We are an independent consultant, and nothing in these Terms is intended to or shall be deemed to establish any partnership between the parties or constitute any party as the agent of the other.
15.6 Governing Law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.7 Jurisdiction. Each party irrevocably agrees that the law courts of England (irrespective if you are a Scottish business) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.